Common use of Third Party Claim Procedures Clause in Contracts

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third party (aa “Third Party Claim”) The against a party seeking entitled to indemnification under Section 6.01 this Agreement (the an “Indemnified Party”) agrees to give prompt ), notice in writing shall be given by the Indemnified Party to the party against whom indemnity is required to be sought provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“such Third Party Claim”, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) in respect to assume the defense of which indemnity may be sought under such Section. Such notice Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall set forth in reasonable detail conduct the defense of such Third Party Claim and the basis for indemnification (taking into account the information then available shall be reasonably satisfactory to the Indemnified Party). The , and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, indemnification obligation under this Agreement except to the extent that such failure shall have materially and adversely prejudiced results in a lack of actual notice to the Indemnifying Party. (b) The Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to participate assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim and, subject to this Article IX and the limitations set forth in this Section, records of each shall be entitled reasonably available to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations other with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partydefense. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party Indemnified Party seeking indemnification under Section 6.01 (the “Indemnified Party”) 7.02 agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such SectionSection 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this SectionSection 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Losses resulting from such Third Party Claim, and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the reasonable fees, costs and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 7.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 7.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim vigorously and prudently. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.027.03(c), (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, Claim if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and Affiliates. (iie) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with Section 7.03(c), the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees , in which case the fees, costs and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that Indemnifying Party shall pay the fees, costs and expenses of such separate counsel of the Indemnified Party if (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim, (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest or (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party. (df) Each party hereto shall reasonably cooperate, and cause their respective Affiliates to reasonably cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithClaim.

Third Party Claim Procedures. In the case of any claim asserted by a third party (aa “Third Party Claim”) The against a party seeking entitled to indemnification under Section 6.01 this Agreement (the an “Indemnified Party”) agrees to give prompt ), notice in writing shall be given by the Indemnified Party to the party against whom indemnity is required to be sought provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has Actual Knowledge of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“such Third Party Claim”, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify, subject to the limitations contained in Section 8.4, the Indemnified Party for Losses related to such Third Party Claim) in respect to assume the defense of which indemnity may be sought under such Section. Such notice Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall set forth in reasonable detail conduct the defense of such Third Party Claim and the basis for indemnification (taking into account the information then available shall be reasonably satisfactory to the Indemnified Party). The , and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, indemnification obligation under this Agreement except to the extent that such failure shall have materially and adversely prejudiced results in a lack of actual notice to the Indemnifying Party. Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. The notice provided to the Indemnifying Party shall describe the Third Party Claim in reasonable detail, and shall indicate the amount (bestimated, if necessary) The of the Losses that has been or may be suffered. If the Indemnifying Party does not assume the defense of such Third Party Claim within twenty (20) days of notice thereof, the Indemnified Party shall be entitled to participate assume and control such defense in any manner it reasonably may deem appropriate. In the event the Indemnifying Party has assumed the defense of such Third Party Claim within twenty (20) days of notice thereof, the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). Except with the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyer shall cooperate in the defense of any Third Party Claim and, subject to this Article VIII and the limitations set forth in this Section, records of each shall be entitled reasonably available to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations other with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partydefense. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party Party seeking indemnification under Section 6.01 8.01 or 8.02 (the “Indemnified Party”) agrees to shall give prompt notice in writing to the party Party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any action, suit, action proceeding or proceeding other claim by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligation for the Losses resulting from such Third Party Claim as provided under this Article 8. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 8.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 8.03(a); (ii) the Third Party Claim relates to or arises in connection with any criminal action, proceeding or claim; (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates; or (iv) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.028.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if . (e) In circumstances where the settlement does not release Indemnifying Party is controlling the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such defense of a Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates in accordance with paragraphs (b) and (iic) above, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (df) Each party hereto Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 4.1 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice (the “Indemnification Notice”) shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The During the period ending on the earlier of the 30th calendar day following the Indemnifying Party’s receipt of the Indemnification Notice and the fifth calendar day preceding the date on which an appearance is required to be made before a court, arbitrator or other tribunal or an answer or similar pleading is required to be filed in a litigation or other proceeding in respect of a Third Party Claim, the Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this SectionSection 4.2, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expenseexpense unless the Indemnification Notice states that the Indemnified Party has determined in good faith that (i) the Third Party Claim seeks an injunction or other equitable or non-monetary relief against the Indemnified Party (other than injunctive, equitable or non-monetary relief that is incidental to monetary damages as the primary relief sought) or (ii) the Third Party Claim arises in connection with any criminal matter; provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that if such Third Party Claim is successful it would have an indemnity obligation resulting from the Losses from such Third Party Claim. If the Indemnifying Party (i) is not entitled to or does not duly and timely elect to control and appoint lead counsel for such defense, or (ii) after timely making such election, fails to take reasonable steps to defend diligently the Third Party Claim within 30 calendar days after its receipt of written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall be entitled, but not obligated, to notify the Indemnifying Party of its election to assume and control such defense from the Indemnifying Party; provided that the Indemnified Party’s right to be indemnified, defended and held harmless in respect of the Third Party Claim shall not otherwise be affected by such election. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.024.2, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The ; provided that the fees and expenses of such separate counsel shall be paid by the Indemnified Party; provided, further, that (x) if, in the reasonable opinion of counsel to the Indemnified Party, there are defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party, (y) the Indemnified Party and Indemnifying Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts between them or (z) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed diligently to pursue a Third Party Claim it has assumed within 30 calendar days after its receipt of written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, then the Indemnifying Party shall bear the reasonable and documented out-of-pocket fees and expenses of one separate counsel and, but only to the extent necessary, one local counsel to the Indemnified Party which shall represent all Indemnified Parties arising out of the same or similar set of circumstances in connection with such defense. (d) Each party hereto shall reasonably cooperate, and cause their respective Affiliates to reasonably cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 In the event that any Reinsurer Indemnified Party or Ceding Company Indemnified Party (the an “Indemnified Party”) agrees determines to give prompt notice in writing assert a claim for indemnification hereunder arising from a claim or demand made, or an Action or investigation instituted by any Person not either a party to the this Agreement or an Affiliate of a party against whom indemnity is to be sought this Agreement for which an indemnifying party (the an “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party may have liability hereunder to an Indemnified Party (a “Third Party Claim”), such Indemnified Party shall promptly give written notice (a “Claims Notice”) in respect of which indemnity may be sought under such Section. Such notice shall set forth to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such Third Party Claim claim and the basis for indemnification (taking into account amount or estimated amount of the information then available Losses sought to be recovered thereunder to the Indemnified Partyextent ascertainable (which estimate shall not be conclusive on the final amount of such claim). The failure by any Indemnified Party to so notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the actually prejudice an Indemnifying Party. (b) The Subject to the provisions of Section 9.3(d), upon receipt of a Claims Notice, the Indemnifying Party shall have the right to assume the defense and control of Third Party Claims described in such Claims Notice. In the event the Indemnifying Party exercises such right to assume the defense and control of a Third Party Claim, the Indemnified Party shall have the right but not the obligation reasonably to participate in (but not control) the defense of such Third Party Claim with its own counsel and at its own expense; provided, however, that if (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (ii) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed diligently to pursue the defense of a Third Party Claim it has assumed, as provided in the first sentence of Section 9.3(d), or (iii) the Indemnifying Party is not entitled to a legal defense or counterclaim available to the Indemnified Party, then the Indemnifying Party shall be entitled liable for the reasonable fees and expenses of one outside counsel to participate the Indemnified Party. Any election by an Indemnifying Party to assume the defense of a Third Party Claim must be delivered by the Indemnifying Party to the Indemnified Party within 20 Business Days after receipt of the Indemnified Party’s Claims Notice, and failure on the part of the Indemnifying Party to send such notice within such 20 Business Day period shall be deemed an election not to assume the defense of such Third Party Claim. If the Indemnifying Party elects to assume the defense of a Third Party Claim, then the Indemnified Party shall, and shall cause each of its directors, officers, employees, agents, representatives, Affiliates and permitted assigns to, cooperate reasonably with the Indemnifying Party in the defense of any such Third Party Claim andClaim, subject which cooperation shall include designating a liaison counsel to whom the Indemnifying Party may direct notices and other communications, using reasonable best efforts to make witnesses available, and providing records and documents to the limitations set forth in this Sectionextent such witnesses, shall be entitled records and documents are relevant to control and appoint lead counsel for such defense, in each case at its own expensethe Third Party Claim. (c) If the Indemnifying Party shall (i) elects not to defend the Indemnified Party against a Third Party Claim, by not delivering notice of its election to assume the control defense of such Third Party Claim within the period specified in Section 9.3(b), or (ii) after assuming the defense of a Third Party Claim, failing to take reasonable steps necessary to defend such Third Party Claim, the Indemnified Party shall have the right, at all times, but not the obligation, to assume its own defense, and the Indemnifying Party shall have the right, but not the obligation, to participate reasonably in any such defense and to employ separate counsel of its choosing at its own expense. In no event shall the Indemnified Party’s right to indemnification for a Third Party Claim be adversely affected by its assumption of the defense of such Third Party Claim. (d) The Indemnified Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim in accordance with without the provisions consent of this Section 6.02the Indemnifying Party, (i) the such consent not to be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall obtain not settle, compromise or offer to settle or compromise, any Third Party Claim without the prior written consent of the Indemnified Party if such settlement or compromise would result in (which shall not be unreasonably withheld, conditioned or delayedi) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable nonmonetary relief against the Indemnified Party or any of its Affiliates and Affiliates, including the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates, (ii) a finding or admission of a violation of Applicable Law or violation of the rights of any Person by the Indemnified Party shall or any of its Affiliates or (iii) subject to Section 9.3(e), any monetary liability of the Indemnified Party that will not promptly be entitled paid or reimbursed by the Indemnifying Party. (e) If the Indemnifying Party proposes to participate in the defense of make or accept a good faith, bona fide offer to settle or compromise any Third Party Claim and such proposed settlement or compromise would result in any monetary liability of the Indemnified Party that would not promptly be paid or reimbursed by the Indemnifying Party then the Indemnifying Party shall submit such proposal to employ separate counsel of the Indemnified Party for approval and the Indemnified Party shall have the option, in its choice for sole discretion, to approve or reject such purposeproposal. The fees and expenses If the Indemnified Party approves such proposal, the Indemnifying Party may settle or compromise such Third Party Claim on the terms set forth in such approved proposal. If the Indemnified Party rejects such proposal, the Indemnifying Party will have the option, in its discretion, either (i) to continue the defense of such separate counsel shall be paid Third Party Claim, in which event it may not accept or make an offer to settle or compromise such Third Party Claim on the proposed terms that were rejected by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates the terms of this Section 9.3 will continue to cooperateapply with respect to such Third Party Claim, or (ii) to enter into an arrangement with the Indemnified Party in which (A) the Indemnifying Party will promptly pay to the Indemnified Party the amount that would have been paid to the third party under such proposal to settle or compromise such Third Party Claim, (B) such proposed settlement or compromise will, for all purposes under this Agreement other than for purpose of this Section 9.3(e), be deemed to have been effected and indemnified under this Agreement and (C) the Indemnified Party will assume the defense of such Third Party Claim at its own cost and with its own counsel, will not be subject to any further limitations or prosecution restrictions under this Agreement with respect to the defense, settlement or compromise of such Third Party Claim, will not be entitled to any further indemnification under this Agreement with respect to such Third Party Claim and shall furnish will not be required to reimburse the Indemnifying Party for, or cause return any amount to be furnished the Indemnifying Party with respect to, such recordsThird Party Claim, information and testimony, and attend regardless of whether the amount that the Indemnified Party is ultimately required to pay to such conferences, discovery proceedings, hearings, trials third party upon final resolution of such Third Party Claim is greater or appeals, as may be reasonably requested in connection therewithless than the amount paid to the Indemnified Party by the Indemnifying Party pursuant to this Section 9.3(e).

Third Party Claim Procedures. (a) The party Person seeking indemnification under Section 6.01 9.2 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under such SectionSection 9.2. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations or Liability hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Third-Party Claim and, subject to the limitations set forth in this SectionSection 9.3, shall be entitled to control and appoint assume the defense thereof at its sole expense with lead counsel for appointed by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, that if the Indemnified Party has concluded that there may be one or more legal defenses or defense strategies available to such defenseIndemnified Party that are different from or additional to those available to the Indemnifying Party or that there exists or is reasonably likely to exist a conflict of interest, in each case such Indemnified Party shall be entitled, at its own the Indemnifying Party’s reasonable expense, to separate counsel (provided, that such counsel is reasonably acceptable to the Indemnifying Party). (c) If the Indemnifying Party shall elects to assume the defense of any such Third-Party Claim, all the parties hereto will cooperate in the defense or prosecution of such Third-Party Claim. Such cooperation will include the provision of reasonable access during business hours to the Indemnifying Party of records and information which are reasonably relevant to such Third-Party Claim, and making employees and other Representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party assumes the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 6.029.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement or compromise of such Third Third-Party Claim, if (A) the settlement or compromise does not release the Indemnified Party and its Affiliates from all liabilities Liabilities and obligations with respect to such Third Third-Party Claim or (B) the settlement or compromise imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates Affiliates, and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third such Third-Party Claim and to employ employ, at its expense, separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto The provisions of this Section 9.3 shall cooperatenot apply with respect to Tax Claims, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and which shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithgoverned by Article VI.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 In the event that any Purchaser Indemnified Party or Seller Indemnified Party (the an “Indemnified Party”) agrees determines to give prompt notice in writing assert a claim for indemnification hereunder arising from a claim or demand made, or an Action or investigation instituted, other than any such claim, demand, Action or investigation relating to Taxes that are the subject of Article VI by any Person not either a party against whom indemnity is to be sought this Agreement or an Affiliate of a party to this Agreement (including, for the avoidance of doubt, any Taxing Authority) for which an indemnifying party (an “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party may have liability hereunder to an Indemnified Party (a “Third Party Claim”), such Indemnified Party shall promptly give written notice (a “Claims Notice”) in respect of which indemnity may be sought under such Section. Such notice shall set forth to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such Third Party Claim claim and the basis for indemnification (taking into account amount or estimated amount of the information then available Losses sought to be recovered thereunder to the Indemnified Partyextent ascertainable (which estimate shall not be conclusive on the final amount of such claim). The failure by any Indemnified Party to so notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent such failure shall actually prejudice an Indemnifying Party; provided, however, that an Indemnifying Party shall have materially and adversely prejudiced no obligation whatsoever to indemnify an Indemnified Party with respect to a Third Party Claim unless a Claims Notice with respect to such Third Party Claim is properly delivered by the Indemnifying PartyParty prior to the termination of the applicable period described in Section 9.1. (b) The Subject to the provisions of Section 10.2(d), upon receipt of a Claims Notice, the Indemnifying Party shall have the right to assume the defense and control of Third Party Claims described in such Claims Notice. In the event the Indemnifying Party exercises such right to assume the defense and control of a Third Party Claim, the Indemnified Party shall have the right but not the obligation reasonably to participate in (but not control) the defense of such Third Party Claim with its own counsel and at its own expense; provided, however, that if (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (ii) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed diligently to pursue the defense of a Third Party Claim it has assumed, as provided in the first sentence of Section 10.2(d), or (iii) the Indemnifying Party is not entitled to a legal defense or counterclaim available to the Indemnified Party, then the Indemnifying Party shall be entitled liable for the reasonable fees and expenses of one outside counsel to participate the Indemnified Party. Any election by an Indemnifying Party to assume the defense of a Third Party Claim must be delivered by the Indemnifying Party to the Indemnified Party within 20 Business Days after receipt of the Indemnified Party’s Claims Notice, and failure on the part of the Indemnifying Party to send such notice within such 20 Business Day period shall be deemed an election not to assume the defense of such Third Party Claim. If the Indemnifying Party elects to assume the defense of a Third Party Claim, then the Indemnified Party shall, and shall cause each of its directors, officers, employees, agents, representatives, Affiliates and permitted assigns to, cooperate reasonably with the Indemnifying Party in the defense of any such Third Party Claim andClaim, subject which cooperation shall include designating a liaison counsel to whom the Indemnifying Party may direct notices and other communications, using reasonable best efforts to make witnesses available, and providing records and documents to the limitations set forth in this Sectionextent such witnesses, shall be entitled records and documents are relevant to control and appoint lead counsel for such defense, in each case at its own expensethe Third Party Claim. (c) If the Indemnifying Party shall (i) elects not to defend the Indemnified Party against a Third Party Claim, by not delivering notice of its election to assume the control defense of such Third Party Claim within the period specified in Section 10.2(b), or (ii) after assuming the defense of a Third Party Claim, failing to take reasonable steps necessary to defend such Third Party Claim, the Indemnified Party shall have the right, at all times, but not the obligation, to assume its own defense, and the Indemnifying Party shall have the right, but not the obligation, to participate reasonably in any such defense and to employ separate counsel of its choosing at its own expense. In no event shall the Indemnified Party’s right to indemnification for a Third Party Claim be adversely affected by its assumption of the defense of such Third Party Claim. (d) The Indemnified Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim in accordance with without the provisions consent of this Section 6.02the Indemnifying Party, (i) the such consent not to be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall obtain not settle, compromise or offer to settle or compromise, any Third Party Claim without the prior written consent of the Indemnified Party if such settlement or compromise would result in (which shall not be unreasonably withheld, conditioned or delayedi) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable nonmonetary relief against the Indemnified Party or any of its Affiliates and Affiliates, including the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates, (ii) a finding or admission of a violation of Applicable Law or violation of the rights of any Person by the Indemnified Party shall or any of its Affiliates or (iii) subject to Section 10.2(e), any monetary liability of the Indemnified Party that will not promptly be entitled paid or reimbursed by the Indemnifying Party. (e) If the Indemnifying Party proposes to participate in the defense of make or accept a good faith, bona fide offer to settle or compromise any Third Party Claim and such proposed settlement or compromise would result in any monetary liability of the Indemnified Party that would not promptly be paid or reimbursed by the Indemnifying Party (including due to employ separate counsel the effect of any limitations on indemnification contemplated by this Article X, including the Deductible) then the Indemnifying Party shall submit such proposal to the Indemnified Party for approval and the Indemnified Party shall have the option, in its choice for sole discretion, to approve or reject such purposeproposal. The fees and expenses If the Indemnified Party approves such proposal, the Indemnifying Party may settle or compromise such Third Party Claim on the terms set forth in such approved proposal. If the Indemnified Party rejects such proposal, the Indemnifying Party will have the option, in its discretion, either (i) to continue the defense of such separate counsel shall be paid Third Party Claim, in which event it may not accept or make an offer to settle or compromise such Third Party Claim on the proposed terms that were rejected by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates the terms of this Section 10.2 will continue to cooperateapply with respect to such Third Party Claim, or (ii) to enter into an arrangement with the Indemnified Party in which (A) the Indemnifying Party will promptly pay to the Indemnified Party the amount that would have been paid to the third party under such proposal to settle or compromise such Third Party Claim, less the remaining portion of the Deductible, (B) such proposed settlement or compromise will, for all purposes under this Agreement other than for purpose of this Section 10.2(e) (including for purposes of calculating the Purchase Price for tax purposes as contemplated by Section 6.8 and, if applicable, calculating the amount of Losses that have been indemnified under this Agreement to which any limitation contemplated by this Article X may apply, including the Deductible), be deemed to have been effected and indemnified under this Agreement and (C) the Indemnified Party will assume the defense of such Third Party Claim at its own cost and with its own counsel, will not be subject to any further limitations or prosecution restrictions under this Agreement with respect to the defense, settlement or compromise of such Third Party Claim, will not be entitled to any further indemnification under this Agreement with respect to such Third Party Claim and shall furnish will not be required to reimburse the Indemnifying Party for, or cause return any amount to be furnished the Indemnifying Party with respect to, such recordsThird Party Claim, information and testimony, and attend regardless of whether the amount that the Indemnified Party is ultimately required to pay to such conferences, discovery proceedings, hearings, trials third party upon final resolution of such Third Party Claim is greater or appeals, as may be reasonably requested in connection therewithless than the amount paid to the Indemnified Party by the Indemnifying Party pursuant to this Section 10.2(e).

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 9.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. If such notice is being given by a Buyer Indemnified Party, such notice shall be delivered to the Sellers’ Representative. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 9 and (ii) furnish the Indemnified Party with evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) If the The Indemnifying Party shall not be entitled to assume the or maintain control of the defense of any Third Party Claim in accordance with and shall pay the provisions fees and expenses of this Section 6.02, counsel retained by the Indemnified Party if (i) the Indemnifying Party shall obtain does not deliver the prior written consent acknowledgment referred to in Section 9.03(b)(i) within 30 days of receipt of notice of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled pursuant to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.Section 9.03(a),

Third Party Claim Procedures. (a) The party Party seeking indemnification under Section 6.01 8.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the party Party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this SectionSection 8.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 8 and (ii) furnish the Indemnified Party with evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 8.03(b) (i) within 30 days of receipt of written notice of the Third Party Claim pursuant to Section 8.03(b), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (iv) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.028.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (b) and (iic) above, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim. (df) Each party hereto Party shall cooperate, and cause their respective Affiliates affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third third-party (“Third Third-Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Third-Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Third-Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Third-Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 9.02(a) or Section 9.03(a) (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (a “Third Third-Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail the facts and circumstances of such Third Third-Party Claim and the basis for indemnification in respect thereof (taking into account the information then available to the Indemnified Party). The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim andshall, subject to the limitations set forth in this SectionSection 9.04, have the right, upon written notice to the Indemnified Party as soon as reasonably practicable but in any event within 45 days of receipt of notice of such Third-Party Claim from the Indemnified Party pursuant to Section 9.04(a), to assume the defense of any Third-Party Claim at the expense of the Indemnifying Party, with counsel selected by the Indemnifying Party. If the Indemnifying Party does not so elect to assume the defense of such Third-Party Claim, the Indemnified Party shall have the sole right to assume the defense of such Third-Party Claim. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be entitled to control at the expense of the Indemnified Party and appoint lead shall not constitute indemnifiable Damages hereunder unless (i) the employment of such counsel for has been specifically authorized in writing by the Indemnifying Party, or (ii) the representation of both the Indemnifying Party and such defense, in each case at its own expenseIndemnified Party by the same counsel would present such counsel with a conflict of interest under applicable standards of professional conduct. (c) If the Indemnifying Party shall assume the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 6.029.04, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned) before entering into any settlement of such Third Third-Party Claim, if the settlement (A) does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Third-Party Claim or the settlement Claim, (B) imposes injunctive or other injunctive, equitable relief against or any obligation on the Indemnified Party or any of its Affiliates other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder, (C) involves a finding or admission of wrongdoing or violation of Applicable Laws by the Indemnified Party or (D) encumbers the assets of the Indemnified Party or imposes any restriction or condition that would apply to or adversely affect the Indemnified Party or (E) reasonably could be expected to affect the Taxes of Buyer, the Surviving Corporation or their respective Affiliates for a taxable period or portion thereof beginning after the Closing Date and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Third-Party Claim and to employ separate counsel of its choice and at its own expense for such purpose. The fees and expenses Indemnified Party shall not settle any Third-Party Claim without the prior written consent of such separate counsel the Indemnifying Party (which consent shall not be paid by the Indemnified Partyunreasonably withheld, delayed or conditioned). (d) Each party hereto shall cooperate, and cause their respective its Affiliates to cooperate, in the defense or prosecution of any Third Third-Party Claim Claim, and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 (the “Indemnified Party”) Party agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) Party of the assertion of any claim or the commencement of any suit, action or proceeding Legal Proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such SectionSection 9.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. The Indemnifying Party has received notice of the Existing Asbestos Litigation and US Smelter Existing Claims. (b) The Subject to Seller’s right to control any Existing Asbestos Litigation or US Smelter Existing Claims in accordance with Section 5.21, the Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this SectionSection 9.04, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided, however, that the Indemnifying Party shall not be entitled to assume control of a Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal Legal Proceeding, indictment or allegation, (ii) the Third Party Claim seeks injunctive or other equitable relief, or, if adversely determined, would impair in any material respect the financial condition, business, operations, reputation or prospects of Buyer or its Subsidiaries (including the Company Group), (iii) the indemnification obligation of the Indemnifying Party (after the application, if applicable, of any cap on Damages) is determined in good faith by Buyer to be less than the potential maximum Damages amount of the Third Party Claim at issue, or (iv) with respect to the Third Party Claim, the Indemnified Party is Buyer or any of its Affiliates and is seeking, or reasonably expects to receive, recovery under the R&W Insurance Policy or a reductions in the retention thereunder. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.029.04, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) The Indemnified Party shall not admit liability in respect of any Third Party Claim, nor enter into any settlement of such Third Party Claim, without the prior written consent of the Indemnifying Party. (e) Each party hereto Party shall cooperate, and cause their respective its Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 (the “Indemnified Party”) Party agrees to give prompt notice in writing to the party against whom indemnity is to be sought Warrantors or Other Shareholders (the each, a “Indemnifying Party”) ), as applicable, of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (the “Third Party Claim”) in respect of which indemnity may be sought under ‎Section 9.02 or ‎Section 9.03 and provide the Indemnifying Party of available material evidence of such SectionThird Party Claim including court paper. Such notice shall set forth the nature and description in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this ‎Article 9 and (ii) furnish the Indemnified Party with evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in ‎Section 9.05(b) within 30 days of receipt of notice of the Third Party Claim pursuant to ‎Section 9.05(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates (for this purpose including each Group Company), (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.029.05, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates (for this purpose including each Group Company) from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (c) and (iid) above, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (df) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party Party seeking indemnification under Section 6.01 this Article XI (the “"Indemnified Party”") agrees to give prompt notice in writing to the party Party against whom indemnity is to be sought (the “"Indemnifying Party”") of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third "Third-Party Claim”") in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party of a Third-Party Claim that arises within the applicable limitations period set forth in Section 11.1 shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Third-Party Claim and, subject to the limitations set forth in this SectionSection 11.3, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 6.0211.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Third-Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Third-Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto In connection with the defense or prosecution of any Third-Party Claim, each Party shall (i) cooperate, and cause their its respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall such claim, (ii) furnish or cause to be furnished such documents, records, information and testimony, grant or cause to be granted access to all reasonably requested witnesses, and attend such conferences, discovery proceedings, hearings, trials or appeals, in each case as may be reasonably requested in connection therewith, and (iii) take all reasonable steps to make available to the other Party, upon written request, its former and current employees, other personnel and agents (whether as witnesses or otherwise) to the extent that such persons may reasonably be required in connection therewith. Neither Swan Sponsor nor Parent shall (and each of Swan Sponsor and Parent shall cause its respective Affiliates not to) destroy or dispose of any documents, records or information related to the defense or prosecution of any Third-Party Claim without first using its reasonable best efforts to notify the other Party of the proposed destruction or disposition and giving the other Party the opportunity to take possession of or copy such documents, records or information prior to such destruction or disposition.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 ‎‎Section 7.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Proceeding by any third party (for the avoidance of doubt, a third party does not include an Affiliate of a party hereto) (“Third Third-Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party (and, if applicable, the Subscriber) shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Third-Party Claim and, subject to the limitations set forth in this Section‎‎Section 7.04, shall be entitled to control and appoint lead counsel for such defensedefense reasonably satisfactory to the Indemnified Party, in each case at its own sole expense, by providing written notice to the Indemnified Party, which notice shall (i) include an acknowledgement by such Indemnifying Party that the Indemnifying Party would have an indemnity obligation for the Damages resulting from such Third-Party Claim pursuant to this ‎‎Article 7 and (ii) include reasonable evidence that the Indemnifying Party has adequate resources to defend the Third-Party Claim and fulfill its indemnity obligations hereunder. (c) If Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the or maintain control of the defense of any Third Third-Party Claim in accordance with Claim, and shall pay the provisions fees and expenses of this Section 6.02counsel (as Damages hereunder) retained by the Indemnified Party hereunder, if (i) the Indemnifying Party shall obtain does not deliver the prior written consent notice referred to in ‎Section 7.04(b) within 30 days of receipt of notice of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Third-Party Claim pursuant to ‎Section 7.04(a), (ii) the Third-Party Claim relates to or arises in connection with any criminal or quasi-criminal or regulatory proceeding, action, indictment, allegation or investigation, (iii) the settlement imposes injunctive Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party or any of its Affiliates; (iv) the Third-Party Claim relates to Taxes or Tax Returns of the Indemnified Party or its direct or indirect equityholders, (v) the Indemnified Party shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests could be in conflict with those of the Indemnifying Party; or (vi) in the case of the Subscriber Indemnified Parties, it would reasonably be expected that the Damages arising from such Proceeding will exceed the limits on Parents’ indemnification obligations set forth in this ‎‎Article 7 at such time after taking into account the aggregate amount of all Damages that would reasonably be expected to arise from other then pending claims against Parents or the Company. (d) If the Indemnifying Party is controlling the defense of a Third-Party Claim in accordance with the provisions of this ‎‎Section 7.04, the Indemnifying Party shall not agree to any settlement, compromise or discharge of a Third-Party Claim unless the settlement (i) shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnified Party, from all liability with respect to the matters that are subject to such Third-Party Claim, (ii) does not contain any admission of wrongdoing or material sanction or restriction upon the conduct or operation of any business conducted by the Indemnified Party or its Affiliates and (iiiii) involves only monetary Damages for which the Indemnified Party is entitled to indemnification pursuant to this ‎‎Article 7, or otherwise shall have been approved in writing by the Indemnified Party. If the Indemnifying Party does not timely deliver the notice contemplated by ‎Section 7.04(b), or if such notice is given on a timely basis but any of the other conditions in ‎Section 7.04(b) or ‎Section 7.04(c) is or becomes unsatisfied, (A) the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third-Party Claim; provided that, in the case of any such entry of judgment, compromise or settlement, the Indemnifying Party shall have given its prior written consent thereto (which consent shall not be unreasonably withheld, delayed or conditioned by the Indemnifying Party) and (B) the Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third-Party Claim in accordance with the provisions of this ‎‎Section 7.04, the Indemnified Party shall be entitled to participate in the defense of any Third such Third-Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel incurred by the Indemnified Party after such time as the Indemnifying Party assumed control of the defense of such Third-Party Claim in accordance with ‎Section 7.04(a) and ‎‎Section 7.04(c) shall be paid borne by the Indemnified Party; provided, that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (as Damages hereunder) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third-Party Claim or during any period in which the Indemnifying Party ceases to be eligible to maintain control of the defense of such Third-Party Claim, in either case as provided in‎ ‎‎Section 7.04(c). (df) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in good faith in the defense or prosecution of any Third Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedingsProceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith, subject in each case to the execution of customary confidentiality and joint defense agreements. (g) Notwithstanding the foregoing, ‎Section 7.04(b) through ‎‎Section 7.04(e) will not govern claims in respect of Taxes of the Company or any Company Subsidiary under ‎‎Section 7.02, which will be subject to ‎Section 7.04(a), ‎‎Section 7.04(f) and this ‎‎Section 7.04(g). If, after the Closing, the Company or any Company Subsidiary receives notice of a Tax claim that could give rise to an indemnification payment under ‎‎Section 7.02, the Company or any applicable Company Subsidiary, as the case may be, will have the right to control the conduct and resolution of any such Tax claim, provided, however, that with respect to any such Tax claim for a material amount of Taxes, the Company or any applicable Company Subsidiary, as the case may be, (i) will keep the Subscriber informed of all material developments and events relating to such Tax claim on a timely basis, (ii) will consult with the Subscriber before taking any significant action with respect to such Tax claim and give the Subscriber an opportunity to participate in any significant meetings or discussions with any Governmental Entities with respect to such Tax claim, and (iii) will not resolve any such Tax claim that could potentially affect Tax liabilities of the Subscriber without the Subscriber’s written consent, which consent will not be unreasonably withheld, conditioned or delayed.

Third Party Claim Procedures. (a) The party Each Indemnified Party seeking indemnification under Section 6.01 (the “Indemnified Party”) 7.02 agrees to give prompt notice in writing to the party Indemnifying Party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party Third Party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 7 and (ii) furnish the Indemnified Party with evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 7.03(b)(i) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 7.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.027.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (b) and (iic) above, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date of the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (df) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 12.02 or Section 12.04, as applicable (the “Indemnified Party”) ), agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and thereunder; provided, however, the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so timely notify the Indemnifying Party of any such claim shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. Such notice shall set forth in reasonable detail such Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Third-Party Claim and, by giving written notice to the Indemnified Party and subject to the limitations set forth in this SectionSection 12.06, shall be entitled to control and appoint lead counsel for such defense, at Indemnifying Party’s expense; provided, however, that the Indemnified Party is hereby authorized, and at the cost and expense of the Indemnifying Party (including reasonable attorneys’ fees and expenses), prior to the Indemnifying Party’s delivery of a written notice to the Indemnified Party of its election to defend such Third-Party Claim, to file any motion, answer or other pleading that it shall reasonably deem necessary to protect its interests or those of the Indemnifying Party. If the Indemnifying Party assumes the defense of any such Third-Party Claim as contemplated in each case at its own expensethis Section 12.06(b), the Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party (such consent not to be unreasonably withheld, delayed or condition) to conduct the defense of such Third-Party Claim. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, it shall advise the Indemnified Party of the status of such Third-Party Claim and the defense thereon on a reasonably current basis and consider good faith recommendations made by the Indemnified Party with respect thereto. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third-Party Claim if (i) the Third-Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, (iii) the Indemnifying Party has failed or is failing to prosecute or defend the Third-Party Claim vigorously or (iv) in the case of a Buyer Indemnified Party, the amount of the Third-Party Claim, if determined in accordance with the claimant’s demands, would reasonably be expected to result in Damages, together with all other unresolved claims for indemnification by the Buyer Indemnified Parties, the majority of which would not be available for recovery from the Equityholders under this ARTICLE 12 (other than as a result of the application of the Equityholders’ Basket). For the avoidance of doubt, the Indemnifying Party shall always have the right to control the defense of a Third-Party Claim to the extent filed against an Indemnifying Party (as opposed to a Buyer Indemnified Party). (d) If the Indemnifying Party shall assume the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 6.0212.06, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Third-Party Claim, if the settlement does not release ; provided that consent of the Indemnified Party and its Affiliates from all liabilities and obligations with respect to shall not be required for any such Third settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) such settlement includes an unconditional release of the Buyer Indemnified Parties or the Equityholder Indemnified Parties, as the case may be, from all Liability on claims that are the subject matter of such Third-Party Claim and does not include any statement as to any finding or admission of fault, culpability or failure to act by or on behalf of the Buyer Indemnified Parties or the Equityholder Indemnified Parties, as the case may be. In the event the Indemnified Party is not permitted to defend the Third-Party Claim under Section 12.06(c), elects not to defend such Third-Party Claim or fails to notify the Indemnified Party in writing of its election to defend as provided in this Agreement in a timely manner, the Indemnified Party may pay, compromise, defend or settle such Third-Party Claim without the prior written consent of the Indemnifying Party and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim in accordance with, and subject to the limitations of, this ARTICLE 12. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third-Party Claim in accordance with the foregoing, the Indemnified Party shall be entitled to participate in the defense of any Third Third-Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that the Indemnifying Party shall pay the fees and expenses of such separate counsel (and, as it relates to any Equityholders as the Indemnifying Party, such payment shall be in the form of a dollar-for-dollar reduction in the Indemnification Escrow to the extent available) (i) to the extent incurred by the Indemnified Party before the date that the Indemnifying Party assumes control of the defense of the Third-Party Claim or (ii) if the Indemnified Party is advised by counsel that (A) there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim or (B) there may be one or more defenses or claims available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party so as to result in a potential conflict of interest between the Indemnified Party and the Indemnifying Party. In the case of the foregoing clause (ii), the Indemnifying Party shall keep the Indemnified Party reasonably informed with respect to such Third-Party Claim and cooperate with the Indemnified Party in connection therewith. (df) Each party hereto shall cooperate, and cause their respective its Affiliates to cooperate, in the defense or prosecution of any Third Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party Party seeking indemnification under Section 6.01 Clause 13 (the “Indemnified Party”) agrees to give prompt notice in writing to shall promptly notify the party Party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suitproceeding, action or threatened claim or proceeding by any third party Third Party which could lead to a Loss (a “Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Subject to Clause 14(c), the Indemnified Party shall permit the Indemnifying Party shall be entitled to participate in take control of the conduct, defense and settlement of any a Third Party Claim andClaim; provided, subject however, that prior to the limitations set forth in this Section, shall be entitled to assuming control and appoint lead counsel for of such defense, in each case at its own expensethe Indemnifying Party must acknowledge that it would have an indemnity obligation for any Losses resulting from such Third Party Claim. (c) If the The Indemnifying Party shall not be entitled to assume the or maintain control of the defense of any Third Party Claim in accordance with and shall pay the provisions fees and expenses of this Section 6.02, counsel retained by the Indemnified Party if (i) the Indemnifying Party shall obtain does not deliver the prior written consent acknowledgment referred to in Clause 14(b) within 30 days of receipt of notice of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim referred to in Clause 14(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the settlement imposes injunctive Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party or any of its Affiliates or (iv) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with Clauses 14(b) and (ii14(c) above, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim and (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (de) Each party hereto The Indemnifying Party shall cooperatenot compromise or otherwise settle any Third Party Claim without the prior written consent of the Indemnified Party, and cause their respective Affiliates to cooperate, which consent shall not be unreasonably withheld or delayed. (f) The Indemnified Party shall reasonably assist at the cost of the Indemnifying Party in the investigation and defense or prosecution of any Third Party Claim. (g) If the Indemnifying Party has assumed the control of the conduct of the defense of a Third Party Claim and in accordance with Clause 14(b), the Indemnified Party shall furnish not settle any Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or cause delayed. (h) The Indemnified Party will take reasonable steps to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested mitigate any Loss in connection therewithaccordance with applicable Law in respect of any Third Party Claim.

Third Party Claim Procedures. (a) The party Indemnified Party seeking indemnification under Section 6.01 (the “Indemnified Party”) 7.02 agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such SectionSection 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this SectionSection 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Losses resulting from such Third Party Claim and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the reasonable fees, costs and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 7.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 7.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim vigorously and prudently. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.027.03(c), (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, Claim if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and Affiliates. (iie) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with Section 7.03(c), the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees , in which case the fees, costs and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that Indemnifying Party shall pay the fees, costs and expenses of such separate counsel of the Indemnified Party if (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim, (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest or (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party. (df) Each party hereto shall reasonably cooperate, and cause their respective Affiliates to reasonably cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithClaim.

Third Party Claim Procedures. (a) The provisions of this Clause 7.03 do not apply to a Claim for Tax. (b) The party seeking indemnification under Section 6.01 Clause 7.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (excluding a Tax Claim) (“Third Party Claim”) in respect of which indemnity may be sought under such Sectionsought. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (bc) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expenseexpense provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have, to the extent provided under this Section 7, an indemnity obligation for the Damages resulting from such Third Party Claim (without prejudice to the agreement or determination of the damages or other remedies available in relation to such obligation). (cd) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Clause 7.03(b) within 30 days of receipt of notice of the Third Party Claim pursuant to Clause 7.03(b) (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates. (e) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02Clause 7.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if Claim in circumstances where the settlement does not expressly and unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified PartyAffiliates. (df) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution pursuit of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewiththerewith (other than any such records or information as may be legally privileged). (g) If the Indemnifying Party does not assume the control of the defense of any Third Party Claim in accordance with the provisions of this Clause 7.03, subject to the Indemnifying Party indemnifying the Indemnified Party with respect to any Damages incurred by the Indemnified Party as a result of any such action requested in accordance with this sub-clause (g), the Indemnified Party shall (and shall procure that the members of the Target Group or Retained Group, as applicable, shall) take all such actions as the Indemnifying Party may reasonably request in writing, to negotiate, dispute or defend any actual or threatened Third Party Claim and not admit liability in relation to, nor settle or compromise, any actual or threatened Third Party Claim without the prior written approval of the Indemnifying Party (such approval not to be unreasonably withheld or delayed); provided that nothing in this Clause 7.03(g), shall oblige an Indemnified Party to take any action which, in the reasonable opinion of the Indemnified Party, such action would be materially prejudicial to the business interests of such Indemnified Party.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 11.02 or 11.04 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Proceeding by any third party (excluding, in the case of the Investor Indemnified Parties, any such Proceeding against the Company or any of its Affiliates) (a “Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this SectionSection 11.07(b) and Section 11.07(c), shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 11. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 11.07(b) within 30 days of receipt of notice of the Third Party Claim pursuant to Section 11.07(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation involving the Indemnified Party or any of its Affiliates, (iii) the Third Party Claim relates to Taxes of the Indemnified Party or any of its Affiliates, (iv) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental in any material respect to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (v) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (vi) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.0211.07, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release ; provided that consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and its Affiliates (ii) such settlement includes an unconditional release of the Investor Indemnified Parties or the Company Indemnified Parties, as the case may be, from all liabilities and obligations with respect to liability on claims that are the subject matter of such Third Party Claim and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of the Investor Indemnified Parties or the settlement imposes injunctive or other equitable relief against Company Indemnified Parties, as the case may be. If the Indemnified Party shall control of the defense of any Third Party Claim in accordance with the provisions of this Section 11.07, the Indemnified Party shall obtain the prior written consent of the Indemnifying Party before entering into any settlement of such Third Party Claim (such consent not to be unreasonably withheld, conditioned or any delayed). (e) In circumstances where the Indemnifying Party is controlling the defense of its Affiliates and (ii) a Third Party Claim in accordance with the foregoing, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that the reasonable fees and expenses of such separate counsel shall constitute indemnifiable Damages hereunder (i) to the extent incurred by the Indemnified Party prior to the date that the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if the Indemnified Party is advised by counsel that (A) there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim or (B) there may be one or more defenses or claims available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party and that could be materially adverse to the Indemnifying Party; and provided further that in no event shall the Indemnifying Party be liable for the fees and expenses of more than one separate firm of attorneys for all Indemnified Parties in connection with any Third Party Claim, plus one firm of local counsel in each jurisdiction in which any such Third Party Claim is taking place. In the case of the foregoing clause (ii), the Indemnifying Party shall keep the Indemnified Party reasonably informed with respect to such Third Party Claim and cooperate with the Indemnified Party in connection therewith. (df) Each party hereto shall cooperate, and cause their respective its Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith; provided that no party shall be required to disclose any such records or information that would result in the loss of attorney-client privilege, but such party shall use its commercially reasonable efforts to (1) develop an alternative to providing such records or information that is reasonably acceptable to the other party or (2) enter into a joint defense agreement or implement such other techniques if the parties determine that doing so would permit the disclosure of such records or information without violating such attorney-client privilege.

Third Party Claim Procedures. (a) The In the event that any Litigation for which an indemnifying party seeking indemnification under Section 6.01 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the an “Indemnifying Party”) may have liability hereunder to a Buyer Indemnitee or a Seller Indemnitee, as the case may be (an “Indemnified Party”), other than any such Litigation relating to Taxes (which are the subject of the assertion of Section 5.4), is asserted against or sought to be collected from any claim or the commencement of any suit, action or proceeding Indemnified Party by any a third party (a “Third Party Claim”) ), such Indemnified Party shall reasonably promptly, but in respect no event more than 20 Business Days following such Indemnified Party’s receipt of which indemnity may be sought under such Section. Such notice shall set forth a Third Party Claim, notify the Indemnifying Party in reasonable detail writing of such Third Party Claim describing in reasonable detail the facts and circumstances with respect to the subject matter of such Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto, the basis for which indemnification is sought and copies of the relevant documents evidencing such Third Party Claim (taking into account a “Claim Notice”); provided, however, that the information then available failure timely to the Indemnified Party). The failure to so notify the Indemnifying Party give a Claim Notice shall not relieve the Indemnifying Party of its obligations hereunder, indemnification obligation under this Agreement with respect to such Third Party Claim except to the extent that such failure has a prejudicial effect on the Indemnifying Party with respect to such Third Party Claim (except that the Indemnifying Party shall have materially and adversely prejudiced not be liable for any expenses incurred during the period in which the Indemnified Party failed to provide such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as soon as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all notices, court papers and other relevant documents received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party shall have 20 Business Days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim unless the Indemnified Party has notified the Indemnifying Party in the Claim Notice that it has determined in good faith that there is a reasonable probability that such Third Party Claim may result in injunctive or other nonmonetary relief against the Indemnified Party or any of its Affiliates, in which case the Indemnifying Party shall not have any rights to defend the Indemnified Party against such Third Party Claim and the Indemnified Party shall assume such defense at the Indemnifying Party’s expense. (b) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense at its expense, with counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnifying Party shall so direct and control the defense of any Special Litigation. Once the Indemnifying Party has duly assumed the defense of a Third Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Party shall participate in any such defense at its expense; provided, however, that if (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (ii) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed to diligently pursue a Third Party Claim it has assumed, as provided in the first sentence of clause (c) of this Section 8.6, or (iii) the Indemnifying Party is not entitled to a legal defense or counterclaim available to the Indemnified Party, then the Indemnifying Party shall be liable for the reasonable fees and expenses of one outside counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party reasonably determines counsel is required. The Indemnifying Party shall be entitled not, without the prior written consent of the Indemnified Party, settle, compromise or offer to participate in the defense of settle or compromise any Third Party Claim andon a basis that would result in (A) injunctive or other nonmonetary relief against the Indemnified Party or any of its Affiliates, subject including the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates, (B) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates or (C) any monetary liability of the Indemnified Party that will not be promptly paid or reimbursed by the Indemnifying Party. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not, without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, settle, compromise or offer to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expensesettle or compromise any Third Party Claim. (c) If the Indemnifying Party shall assume (i) elects not to defend the control Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) is not entitled to defend the Third Party Claim pursuant to clause (a) of this Section 8.6 or (iii) after assuming the defense of any a Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim in accordance with within 10 Business Days after receiving written notice from the provisions of this Section 6.02Indemnified Party to the effect that the Indemnifying Party has so failed, (i) the Indemnified Party shall have the right, at all times, but not the obligation to assume its own defense and the Indemnifying Party shall obtain have the prior written consent of right, but not the Indemnified Party (which shall not be unreasonably withheldobligation, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the any such defense of any Third Party Claim and to employ separate counsel of its choice for such purposechoosing at its own expense. The fees and expenses of such separate counsel In no event shall be paid by the Indemnified Party’s right to indemnification for a Third Party Claim be adversely affected by its assumption of the defense of such Third Party Claim. (d) Each party hereto The Indemnified Party and the Indemnifying Party shall cooperatecooperate in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to each other’s relevant business records and other documents, and cause their respective Affiliates employees; it being understood that such cooperation shall not affect the indemnifiability hereunder of the costs and expenses of the Indemnified Party relating thereto. The Indemnifying Party shall keep the Indemnified Party reasonably apprised of any significant developments relating to cooperate, in the defense or prosecution of any Third Party Claim of which the Indemnifying Party has assumed the defense, including any proposed compromise, settlement or appeal with respect thereto. (e) The Indemnified Party and the Indemnifying Party shall furnish or use their reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials made so as to preserve any applicable attorney-client or appeals, as may be reasonably requested in connection therewithwork-product privileges.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 9 (the “"Indemnified Party”") agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “"Indemnifying Party”") of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“"Third Party Claim”") in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.0211, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld; provided, conditioned that any consent which requires the admission of guilt, liability or delayedwrongdoing by the Indemnified Party shall not be deemed unreasonably withheld) before entering into any settlement of such Third Party Claim, Claim if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) If the Indemnifying Party shall not assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 11, the Indemnified Party shall (i) keep the Indemnifying Party reasonably informed of the defense of such Third Party Claim, including by providing regular reports with respect to the status of the defense of such Third Party Claim, and (ii) obtain the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim. (e) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The Sellers shall be entitled to require the Buyer (in the name of the Acquired Entities if the Sellers so request) or the Acquired Entities at the expense of the Sellers to take all such reasonable steps or proceedings as the Sellers may consider reasonably necessary in order to avoid, dispute, resist, mitigate, compromise, defend or appeal against any relevant third party seeking indemnification claim (that is to say any claim by a third party against the Acquired Entities which will or may give rise to a Claim other than a claim under the Taxation Warranties or under Section 6.01 8.1(a) (the Tax Indemnity), a “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Relevant Third Party Claim”) and the Buyer shall act or shall procure that the Acquired Entities shall act in respect accordance with any such requirements subject to the Buyer and/or the Acquired Entities being indemnified by the Sellers to the reasonable satisfaction of which indemnity may the Buyer against all reasonable costs and expenses incurred or to be sought under incurred in connection with the taking of such Section. Such notice shall set forth in reasonable detail such steps or proceedings. (b) For the purpose of enabling the Sellers to avoid, dispute, resist, mitigate, compromise, defend or appeal against any Relevant Third Party Claim and or to decide what steps or proceedings should be taken in order to do so, the basis for indemnification Buyer shall: (taking into account the information then available i) give written notice to the Indemnified Party). The Sellers within 30 days of any Relevant Third Party Claim or any circumstances giving or likely to give rise to a Relevant Third Party Claim coming to its notice, provided that failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party Sellers of its obligations hereunderand liabilities with respect to a breach of representation or warranty, except to the extent such failure shall have materially and adversely prejudiced that the Indemnifying Party.Sellers prove the amount by which they are harmed thereby; (bii) The Indemnifying Party shall be entitled disclose in writing to participate in the defense of Sellers all information and documents reasonably requested by the Sellers relating to any Relevant Third Party Claim and, subject if requested by the Sellers, on reasonable notice give the Sellers and their professional advisers reasonable access during normal working hours to the limitations set forth personnel of the Buyer and/or the Acquired Entities as the case may be to enable the Sellers and their professional advisers to interview such personnel; (iii) not make any admission of liability, agreement or compromise with any person, body or authority in this Section, shall be entitled relation to control and appoint lead counsel for such defense, in each case at its own expense.the Relevant Third Party Claim without prior consultation with the Sellers; (c) If The Sellers shall reimburse to the Indemnifying Party shall assume Buyer or Acquired Entities (as the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02case may be) all costs, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party charges and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or expenses reasonably incurred by any of them in complying with its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partyobligations under Section 9.4. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution Payment of any Third Party Claim claim by a third party shall to the extent of such payment satisfy and preclude any other claim which is capable of being made against the Sellers in respect of the same subject matter to the intent that the Buyer shall furnish or cause not be entitled to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested recover more than once in connection therewithrespect of the same sum.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 this Article 12 (or any other provision of this Agreement that expressly provides for indemnification) (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under this Article or such Sectionother provision of this Agreement. Such notice shall set forth in reasonable detail such Third Party Claim Claim, including the amount thereof (estimated, if necessary, and if then estimable), and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this SectionSection 12.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.0212.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and affiliates, (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purposepurpose and (iii) the Indemnified Party shall not enter into any settlement of such Third Party Claim without the prior written consent of the Indemnifying Party. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each In connection with the defense or prosecution of any Third Party Claim, each party hereto shall (i) cooperate, and cause their its respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall such claim, (ii) furnish or cause to be furnished such documents, records, information and testimony, grant or cause to be granted access to all reasonably requested witnesses, and attend such conferences, discovery proceedings, hearings, trials or appeals, in each case as may be reasonably requested in connection therewith, and (iii) take all reasonable steps to make available to the other party, upon written request, its former and current employees, other personnel and agents (whether as witnesses or otherwise) to the extent that such persons may reasonably be required in connection therewith. Neither Seller nor Buyer will (and each of Seller and Buyer shall cause its respective Affiliates not to) destroy or dispose of any documents, records or information related to the defense or prosecution of any Third Party Claim without first using its reasonable best efforts to notify the other party of the proposed destruction or disposition and giving the other party the opportunity to take possession of or copy such documents, records or information prior to such destruction or disposition.

Third Party Claim Procedures. (a) The party Party seeking indemnification under Section 6.01 7.01 or Section 7.02, as applicable, (the “Indemnified Party”) agrees to give prompt notice in writing to the party Party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Third-Party Claim and, subject to the limitations set forth in this SectionSection 7.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 6.027.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Third-Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates Affiliates, and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Third-Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third third-party (“Third Third-Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Third-Party Claim and, subject to the limitations set forth in this SectionSection 6.02, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Third-Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Third-Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party Party seeking indemnification under Section 6.01 7.01 or Section 7.02, as applicable (the “Indemnified Party”) ), agrees to give prompt notice in writing to the party Party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Third-Party Claim and, subject to the limitations set forth in this SectionSection 7.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 6.027.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Third-Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates Affiliates, and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Third-Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 10.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party Third Party (each, a “Third Party Claim”) in respect of which indemnity may be sought under such SectionSection 10.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim andand may, subject upon written notice to the limitations set forth in this SectionIndemnified Party, shall be entitled to assume control of the defense, appeal and settlement of such Third Party Claim and appoint lead counsel for such defense, in each case at its own sole cost and expense; provided, however, that the Indemnifying Party shall not be entitled to: (i) assume the defense, appeal or settlement of any Third Party Claim if: (A) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (B) the Third Party Claim seeks any injunction or equitable relief against the Indemnified Party; or (ii) maintain control of the defense, appeal or settlement of any Third Party Claim if the Indemnifying Party has failed or is failing to defend in good faith the Third Party Claim and the Indemnified Party has provided prior written notice and a reasonable opportunity for the Indemnifying Party to cure such failure. (c) If the Indemnifying Party is entitled to do so and has assumed the defense, appeal or settlement proceedings of the Third Party Claim in accordance herewith, the Indemnified Party may retain separate counsel at its sole cost and expense and participate in the defense, appeal or settlement proceedings of the Third Party Claim; provided that if the Indemnified Party shall assume reasonably conclude that: (i) there is a material conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim; or (ii) there are specific defenses or claims 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, then the reasonable fees and disbursements of one counsel for the Indemnified Party shall be paid by the Indemnifying Party; provided that the Indemnifying Party shall not be required to pay for more than one counsel for all Indemnified Parties in connection with any Third Party Claim. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the date the Indemnifying Party assumes control of the defense of any the Third Party Claim and shall be entitled to all reasonable fees and expenses of counsel incurred in connection therewith prior to such date. (d) If the Indemnifying Party is entitled to do so and has assumed the defense, appeal or settlement proceedings of the Third Party Claim in accordance with the provisions of this Section 6.02herewith, (i) the Indemnifying Party shall obtain not enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that consent of the Indemnified Party shall not be required for any such settlement if: (i) before entering into the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; (ii) such settlement does not permit any order, injunction or other equitable relief to be entered, directly or indirectly, against the Indemnified Party; and (iii) such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such Third Party Claim, if the settlement Claim and does not release include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. Whether or not the Indemnifying Party has assumed the defense, appeal or settlement proceedings, the Indemnifying Party shall not be obligated to indemnify any Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the hereunder for any settlement imposes injunctive or other equitable relief against the Indemnified Party entered into or any of its Affiliates and judgment that was consented to without the Indemnifying Party’s prior written consent (ii) the Indemnified Party which consent shall not be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partyunreasonably withheld, conditioned or delayed). (de) Each party hereto shall cooperate, and cause their respective its Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. The Indemnified Party may, upon reasonable notice, tender the exclusive defense of a Third Party Claim (asubject to the provisions of this Section 9.04(c)) The party seeking indemnification under to the Indemnifying Party. If (i) the defense of a Third Party Claim is so tendered and within thirty (30) days thereafter such tender is accepted without qualification (or reservation of rights) by the Indemnifying Party; or (ii) within thirty (30) days after the date on which written notice of a Third Party Claim has been given pursuant to this Section 6.01 (9.04(c), the “Indemnified Party”) agrees to give prompt notice Indemnifying Party shall acknowledge in writing to the party against whom indemnity is Indemnified Party and without qualification (or reservation of rights) its indemnification obligations as provided in this ARTICLE IX; then, except as hereinafter provided, the Indemnified Party shall not, and the Indemnifying Party shall, have the right to be sought (the “Indemnifying Party”) of the assertion of any claim contest, defend, litigate or the commencement of any suit, action or proceeding by any third party (“settle such Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure Indemnified Party shall have the right to so notify be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party shall not relieve provided that the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If reimbursement therefor if the Indemnifying Party shall assume lose its right to contest, defend, litigate and settle the control of the defense of any Third Party Claim in accordance with as herein provided. The Indemnifying Party shall lose its right to defend and settle the provisions of this Section 6.02Third Party Claim if it shall fail to diligently contest, (i) defend, litigate and settle the Third Party Claim as provided herein. So long as the Indemnifying Party has not lost its right, defend, litigate and settle and/or obligation to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall obtain have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the right, upon receiving the prior written consent approval of the Indemnified Party (which shall not be unreasonably withheldwithheld unless such settlement does not fulfill the conditions set forth in the following sentence and which shall be deemed automatically given if a response has not been received within the thirty (30) day period following receipt of the proposed settlement by the Indemnified Party), conditioned to settle any such matter, either before or delayedafter the initiation of litigation, at such time and upon such terms as it deems fair and reasonable. Notwithstanding anything to the contrary herein contained, in connection with any settlement negotiated by an Indemnifying Party, no Indemnified Party or Indemnifying Party (as the case may be) before entering that is not controlling the defense and or settlement of the Third Party Claim (the “Non-Control Party”) shall be required by an Indemnifying Party or Indemnified Party controlling the litigation to (and no such party shall) (x) enter into any settlement that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Non-Control Party of a release from all liability in respect of such claim or litigation, (y) enter into any settlement that attributes by its terms liability to the Non-Control Party or which may otherwise have an adverse effect on the Indemnified Party’s business, or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. All expenses (including attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this ARTICLE IX shall relieve it of such obligations to the extent they exist. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and the Indemnifying Party fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to this ARTICLE IX, or if, in accordance with the foregoing, the Indemnifying Party does not have the right or shall lose its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least twenty (20) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. If, pursuant to this Section 9.04(c), the Indemnified Party so contests, defends, litigates or settles a Third Party Claim, for which it is entitled to indemnification hereunder as provided herein, the Indemnified Party shall be reimbursed by the Indemnifying Party for the reasonable attorneys’ fees and other expenses of defending, contesting, litigating and/or settling the Third Party Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses. The Indemnified Party or the Indemnifying Party, as the case may be, shall furnish such information in reasonable detail as it may have with respect to a Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) to the other party if such other party is assuming defense of such claim, and make available all records and other similar materials which are reasonably required in the defense of such Third Party Claim and shall otherwise cooperate with and assist the defending party in the defense of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 (If a Claim is proposed to be made by an Indemnified Party against the “Indemnifying Party, the Indemnified Party”) agrees to Party will give prompt notice in writing a Claim Notice to the party against whom indemnity is to be sought (Indemnifying Party as soon as practicable after the “Indemnifying Party”) of the assertion Indemnified Party becomes aware of any claim fact, condition or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of event which indemnity may give rise to Damages for which indemnification may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification this ARTICLE 7 (taking into account the information then available to the Indemnified PartyIndemnification). The failure of any Indemnified Party to so notify the Indemnifying Party shall give timely notice hereunder will not relieve the Indemnifying Party of its obligations affect rights to indemnification hereunder, except to the extent such failure shall have materially extent, and adversely prejudiced only to the extent, that the Indemnifying PartyParty demonstrates actual damage caused by such failure. (b) If any Person commences any action or Proceeding with respect to any matter as to which any of the Indemnified Parties intends to seek indemnification under Section 7.1 (Indemnification by the Selling Securityholders), the Indemnified Party will promptly notify the Indemnifying Party of the existence of such Claim or the commencement of such action or Proceeding (and in any event within [***] after the service of any summons or citation). The failure of any Indemnified Party to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent, and only to the extent, that the Indemnifying Party demonstrates actual damage caused by such failure. Notwithstanding the foregoing, a Claim Notice that relates to a representation or warranty that is subject to the survival period set forth in Section 7.3 (Survival) must be made within such survival period, whether or not the Indemnifying Party is prejudiced by any failure to give a Claim Notice relating thereto. A Claim Notice must describe in reasonable detail the nature of the Claim, including an estimate of the amount of Damages that have been or may be suffered or incurred by the Indemnified Party attributable to such Claim (to the extent reasonably ascertainable at such time), the basis of the Indemnified Party’s request for indemnification under this Agreement and all information in the Indemnified Party’s possession relating to such Claim. (c) The Indemnifying Party shall be entitled entitled, at its expense, to participate in in, but not to determine or conduct, the defense of any Third Party such Claim. If there is a third party Claim andthat, subject if adversely determined, would give rise to a right of recovery for Damages hereunder, then any amounts incurred by the limitations set forth Indemnified Parties in this Sectiondefense of such third party Claim, regardless of the outcome of such Claim, shall be entitled deemed Damages hereunder. The Indemnified Parties shall have the right in their sole discretion to control conduct the defense of, and appoint lead counsel for to settle, any such defenseClaim, in each case at its own expense. (c) If and the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in any negotiation of settlement, adjustment or compromise with respect to any such Claim; provided, however, that except with the defense consent of the Seller Representative (such consent not to be unreasonably withheld or delayed), no settlement of any Third such Claim with third party claimants shall be determinative of the amount of Damages relating to such matter; provided further, however, the consent of the Indemnifying Party with respect to any settlement of any such Claim and shall be deemed to employ separate counsel of its choice have been given unless the Seller Representative shall have objected within twenty (20) days after a written request for such purpose. The fees and expenses of such separate counsel shall be paid consent by the Indemnified Party. In the event that the Seller Representative has consented to any such settlement, adjustment or compromise, the Indemnifying Party, shall have no power or authority to object under any provision of this ARTICLE 7 (Indemnification) to the amount of such settlement, adjustment or compromise constituting a payable Claim. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. In the case of any Litigation asserted by a third party (aa “Third Party Claim”) The against a party seeking entitled to indemnification under Section 6.01 6.2 or Section 6.3 of this Agreement (the an “Indemnified Party”) agrees to give prompt ), notice in writing shall be given by the Indemnified Party to the party against whom indemnity is required to be sought provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has written notice of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“such Third Party Claim”, and the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) in respect shall be entitled to assume the defense of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and by delivering a written notice of its election to assume the basis defense of such Third Party Claim to the Indemnified Party provided that (a) counsel for indemnification (taking into account the information then available Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party). The , and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, indemnification obligation under this Agreement except to the extent that such failure shall have materially and adversely prejudiced results in a lack of actual notice to the Indemnifying Party. (b) The Party and such Indemnifying Party is materially prejudiced as a result of such failure to give notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof in the circumstances referred to above, the Indemnified Party shall be entitled to participate in the assume (or continue to conduct) and control such defense of any Third Party Claim and, subject to prior notification to the limitations set forth Indemnifying Party, to settle or agree to pay in this Sectionfull such Third Party Claim subject to the consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed for longer than five Business Days, shall be entitled after which, if the Indemnifying Party has not yet responded to control and appoint lead counsel such request for such defenseconsent, in each case at its own expense. (c) If the Indemnifying Party shall assume be deemed to have given its consent to such settlement) without prejudice to the control ability of the defense of any Third Indemnified Party Claim in accordance with the provisions of this Section 6.02, (i) to enforce its claim for indemnification against the Indemnifying Party shall obtain hereunder. Except with the prior written consent of the Indemnified Party (which shall not be except where such consent is unreasonably withheld, conditioned withheld or delayed) before entering ), no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement in respect of the Third Party Claim, and in no circumstances shall the Indemnifying Party, in the defense of any such Third Party Claim, consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all Liability with respect to such Third Party Claim. If the Indemnified Party determines in good faith that the conduct of the defense or any proposed settlement of any Third Party Claim would reasonably be expected to affect adversely the Indemnified Party’s Tax liability or the ability of the Canopius Group Company to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim, if the settlement does not release the Indemnified Party shall have the right at all times to take over and its Affiliates from all liabilities and obligations with respect control the defense, settlement, negotiation or Litigation relating to any such Third Party Claim or at the settlement imposes injunctive or other equitable relief against reasonable cost of the Indemnifying Party; provided that if the Indemnified Party or any of its Affiliates does so take over and (ii) control, the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be entitled to participate unreasonably withheld or delayed. In any event, Parent and Investor shall cooperate in the defense of any Third Party Claim subject to this Article VI and to employ separate counsel the records of its choice for such purpose. The fees and expenses of such separate counsel each shall be paid by reasonably available to the Indemnified Partyother with respect to such defense. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 12.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (which notice in the case of the Equityholders shall be given to or by Seller or the Equityholders Representative) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party Action (“Third Party Claim”) in respect of which indemnity may be sought under such SectionSection 12.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Any Third-Party Claim notice shall be accompanied by copies of any material documentation submitted by the third party making such Third-Party Claim and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third-Party Claim and the amount (if known) of the claimed Damages. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party (which may be Seller or the Equityholders Representative in the case of an indemnification claim pursuant to Section 12.02(a)) shall be entitled to participate in the defense of any Third Claim asserted by any third party (“Third-Party Claim Claim”) and, subject to the limitations set forth in this SectionSection 12.04, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall desires to assume the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 6.0212.04, the Indemnifying Party shall give written notice to the Indemnified Party within [***] after the Indemnified Party has given written notice to the Indemnifying Party (which notice in the case of the Equityholders shall be given to or by Seller or the Equityholders Representative) of the Third-Party Claim. If such notice is timely given, the Indemnifying Party shall be entitled to control and appoint lead counsel for such defense so long as (i) the Third-Party Claim involves only a claim for monetary damages and not any claim for an order, injunction or other equitable relief or relief for other than monetary damages against any Indemnified Party, (ii) the Indemnifying Party timely provides the Indemnified Party with (A) evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have adequate financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder and (B) a statement that, based on the facts set forth in the notice required by this Section 12.04, the Indemnifying Party would have an indemnity obligation for the Damages resulting from such Third-Party Claim (subject to the limitations of this Article 12), (iii) the Third-Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory Action, (iv) the Indemnifying Party is vigorously defending or prosecuting the Third-Party Claim and (v) it is reasonably likely that the Indemnifying Party (as opposed to the Indemnified Party) will bear a greater portion of the Damages with respect to such Third-Party Claim (after taking into account the other limitations set forth in this Article 12 and any other pending or resolved claims for indemnification). (d) If the Indemnifying Party is controlling the defense of a Third-Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement settlement, compromise or discharge of such Third Third-Party Claim, if the settlement does not release ; provided that the Indemnified Party and its Affiliates from all liabilities and obligations with respect shall agree to such Third any settlement, compromise or discharge of a Third-Party Claim or that the settlement imposes Indemnifying Party may recommend and that by its terms (i) obligates the Indemnifying Party to pay the full amount of the Damages in connection with such Third-Party Claim and the Indemnifying Party has the financial ability to pay the full amount of such Damages, (ii) does not impose injunctive or other equitable relief against or require an admission of liability or wrongdoing on behalf of the Indemnified Party or any of its Affiliates and (iiiii) contains a full and unconditional release of the Indemnified Party and its Affiliates from all Damages and obligations with respect to such Third-Party Claim. (e) If the Indemnifying Party does not timely deliver the notice contemplated by Section 12.04(a), or if such notice is given on a timely basis but any of the other conditions in this Section 12.04 are unsatisfied, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third-Party Claim. Notwithstanding anything in this Section 12.04 to the contrary, whether or not the Indemnifying Party controls 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 (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Indemnified Party may admit liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent so long as the Indemnified Party releases, to the reasonable satisfaction of the Indemnifying Party, any claims to indemnification with respect to such Third-Party Claim pursuant to this Article 12. (f) In circumstances where the Indemnifying Party is controlling the defense of a Third-Party Claim, the Indemnified Party shall be entitled to participate in the defense of any Third Third-Party Claim and to employ separate outside counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel incurred by the Indemnified Party after such time as the Indemnifying Party assumed control pursuant to Section 12.04(a) shall be paid borne by the Indemnified Party; provided that notwithstanding the foregoing, the Indemnifying Party shall pay the reasonable fees and expenses of such separate outside counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third-Party Claim or during any period in which the Indemnifying party ceases to be eligible to maintain control of the defense of the Third-Party Claim, in either case as provided in this Section 12.04, (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest (including if any counsel chosen by the Indemnifying Party requests a conflict waiver or other waiver from the Indemnified Party with respect to such matter) or (iii) there may be one or more defenses or claims available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party and that could be adverse to the Indemnifying Party. (dg) Each party hereto of the Indemnifying Party and the Indemnified Party shall cooperate, and cause their its respective Affiliates to cooperate, in the defense or prosecution of any Third Third-Party Claim and shall promptly furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. The party controlling the defense of any Third-Party Claim shall keep the non-controlling party reasonably informed and apprised of the status of, and all material developments regarding, such Third-Party Claim. (h) The existence of any Third-Party Claim shall not create a presumption of any breach by a party to this Agreement of any of its representations, warranties or covenants set forth in this Agreement.

Third Party Claim Procedures. With respect to third-party claims the following procedures shall apply: (a) The party seeking Promptly after receipt by any entity entitled to indemnification under this Section 6.01 (the “Indemnified Party”) agrees to give prompt 17, of notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suitaction, action proceeding or proceeding other claim by any a third party (“Third Party Claim”) in respect of which indemnity may be sought under the indemnitee shall seek indemnification pursuant to any such Section, the indemnitee shall promptly notify the indemnitor of such claim in writing. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The No failure to so notify the Indemnifying Party an indemnitor shall not relieve the Indemnifying Party it of its obligations hereunder, under this Agreement except to the extent that it can demonstrate damages attributable to such failure failure. Within 15 days after receipt of notice from the indemnitee relating to any claim, but no later than 10 days before the date on which any response to a complaint or summons is due, the indemnitor shall have materially notify the indemnitee in writing if the indemnitor acknowledges without reservation its indemnification obligation and adversely prejudiced elects to assume control of the Indemnifying Partydefense and settlement of that claim (a Notice of Election). (b) The Indemnifying Party If the indemnitor delivers a Notice of Election relating to any claim within the required notice period, the indemnitor shall be entitled to have sole control over the defense and settlement of such claim, which it shall defend actively and with all reasonable diligence; provided that (i) the indemnitee shall be entitled to participate in the defense of any Third Party Claim and, subject such claim and to the limitations set forth in this Section, shall be entitled to control and appoint lead employ counsel for such defense, in each case at its own expenseexpense to assist in the handling of such claim; and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim that imposes financial or other obligations on the indemnitee; provided that such approval shall not he unreasonably withheld. After the indemnitor has delivered a Notice of Election relating to any claim in accordance with the preceding paragraph (and, in fact, diligently defends the claim), the indemnitor shall not be liable to the indemnitee for any legal expenses incurred by the indemnitee in connection with the defense of that claim. In addition, the indemnitor shall not be required to indemnify the indemnitee for any amount paid or payable by the indemnitee in the settlement of any claim for which the indemnitor has delivered a timely Notice of Election if such amount was agreed to without the consent of the indemnitor. (c) If the Indemnifying Party shall indemnitor does not deliver a Notice of Election relating to a claim, or otherwise fails to acknowledge its indemnification obligation or to assume the control of the defense of a claim, within the required notice period or fails to diligently defend the claim, the indemnitee may defend the claim in such manner as it may deem appropriate (without any Third Party Claim in accordance obligation to consult with or obtain any consent from the provisions of this Section 6.02indemnitor), (i) at the Indemnifying Party shall obtain the prior written consent cost, expense, and risk of the Indemnified Party (indemnitor, including payment of any judgment or award and the costs of settlement or compromise of the claim. The indemnitor shall promptly reimburse the indemnitee for all such costs and expenses, including payment of any judgment or award and the costs of settlement or compromise of the claim. If it is determined that the indemnitor failed to defend a claim for which it was liable, the indemnitor shall not be unreasonably withheld, conditioned or delayed) before entering into entitled to challenge the amount of any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be compromise paid by the Indemnified Partyindemnitee. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. A Beta Systems Indemnified Party or Proginet Indemnified Party (a) The party seeking indemnification under Section 6.01 (the in either case, an “Indemnified Party”) agrees to give prompt notice seeking indemnification from Beta Systems or Proginet (in writing to the party against whom indemnity is to be sought (the either case, an “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any with respect to a third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify claim will give the Indemnifying Party shall prompt written notice of such third party claim. Failure to give such notice will not relieve reduce the obligations of the Indemnifying Party of its obligations hereunderunder this Article, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If that the Indemnifying Party shall assume is prejudiced thereby. After such notice, if the Indemnifying Party acknowledges in writing to such Indemnified Party that the right of indemnification under this Agreement applies with respect to such third party claim, then the Indemnifying Party may, if it elects in a written notice delivered to the Indemnified Party no later than 14 calendar days prior to the date on which a response to such third party claim is due or 14 calendar days after receipt of the written notice (whichever is sooner), take control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02such third party claim. In such case, (i) the Indemnifying Party shall obtain will select and engage attorneys at the expense of the Indemnifying Party. The Indemnified Party will reasonably cooperate with the Indemnifying Party and its attorneys in the investigation, trial and defense of such third party claim and any appeal arising therefrom and the Indemnified Party may, at its own expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such third party claim and any appeal arising therefrom. The Indemnifying Party will not enter into any settlement that involves any action, admission, or liability of the Indemnified Party without the prior written consent of the Indemnified Party (Party, which shall consent will not be unreasonably withheld, conditioned withheld or delayed) before entering into any settlement of such Third . After notice by the Indemnifying Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled election to participate in take control of the defense of any Third such third party claim, the Indemnifying Party Claim will not be liable to the Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in connection with such defense, and to employ separate counsel all costs associated with the third party claim shall be borne by the Indemnifying Party. If the Indemnifying Party does not take control of its choice for such purpose. The fees and expenses the defense of such separate counsel shall be paid by third party claim, the Indemnifying Party may participate in such defense, at its expense, and the Indemnified Party may reasonably defend and settle such third party claim in its discretion, at the expense of the Indemnifying Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. In the case of any Litigation asserted by a third party (aa “Third Party Claim”) The against a party seeking entitled to indemnification under Section 6.01 this Agreement (the an “Indemnified Party”) agrees to give prompt ), notice in writing shall be given by the Indemnified Party to the party against whom indemnity is required to be sought provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“such Third Party Claim”, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) in respect to assume the defense of which indemnity may be sought under such Section. Such notice Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall set forth in reasonable detail conduct the defense of such Third Party Claim and the basis for indemnification (taking into account the information then available shall be reasonably satisfactory to the Indemnified Party). The , and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, indemnification obligation under this Agreement except to the extent that such failure shall have materially and adversely prejudiced results in a lack of actual notice to the Indemnifying Party. (b) The Party and such Indemnifying Party is materially prejudiced as a result of such failure to give notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to participate assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability with respect to such Third Party Claim. If the Indemnified Party in good faith determines that the conduct of the defense or any proposed settlement of any Third Party Claim would reasonably be expected to affect adversely the Indemnified Party’s Tax liability or the ability of the Company or any of its Subsidiaries to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim, the Indemnified Party shall have the right at all times to take over and control the defense, settlement, negotiation or Litigation relating to any such Third Party Claim at the sole cost of the Indemnifying Party; provided that if the Indemnified Party does so take over and control, the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any event, Seller and Buyer shall cooperate in the defense of any Third Party Claim and, subject to this Article VIII and the limitations set forth in this Section, records of each shall be entitled reasonably available to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations other with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partydefense. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 (In the “Indemnified Party”) agrees to give prompt event that any Buyer Indemnitee receives notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suitclaim, action action, audit, investigation, arbitration, or proceeding by any a third party (a “Third Third-Party Claim”) in respect of for which indemnity indemnification may be sought under this Article 7, the Buyer Indemnitee shall promptly provide written notice thereof to the Seller (a “Claim Notice”); provided, however, that no delay or failure to give such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party Seller of its obligations hereunder, except to the extent such failure shall have that the Seller is materially and adversely prejudiced the Indemnifying Partythereby. (b) The Indemnifying Seller shall have the right, upon written notice to the Buyer Indemnitee within 30 days of receipt of the Claim Notice, to assume and control the defense of any Third-Party Claim at the Seller’s sole cost and expense with counsel reasonably satisfactory to the Buyer Indemnitee; provided, however, that the Seller shall not be entitled to assume the defense of any claim (i) involving criminal liability, (ii) seeking injunctive or equitable relief, (iii) where there is a conflict of interest between the Seller and the Buyer Indemnitee, or (iv) where the claim is reasonably likely to exceed the amount for which the Seller may be liable. The Buyer Indemnitee shall have the right to participate in (but not control) the defense of any Third-Party Claim at its own expense. The parties shall reasonably cooperate in good faith in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expenseclaim. (c) If the Indemnifying Party The Seller shall assume the control of the defense of not settle or compromise any Third Third-Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain without the prior written consent of the Indemnified Buyer Indemnitee, unless (i) such settlement includes an unconditional release of the Buyer Indemnitee from all liability in respect of such Third-Party Claim, and (ii) does not involve any admission of fault or impose injunctive or other non-monetary obligations. The Buyer Indemnitee shall not settle or compromise any Third-Party Claim for which it seeks indemnification without the Seller’s prior written consent, which shall not be unreasonably withheld, conditioned conditioned, or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 11.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such SectionSection (each, a “Third Party Claim”). Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall from time to time deliver to the Indemnifying Party (if the Indemnifying Party assumed control of the defense pursuant to Section 11.03(b) below) promptly following receipt thereof, copies of all notices and documents, including all court papers, received by the Indemnified Party relating to the Third Party Claim. An Indemnified Party’s failure to timely provide notice or copies of documents shall not relieve the Indemnifying Party from its indemnification obligations, except to the extent the Indemnifying Party is actually and demonstrably prejudiced as a result of such failure. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim andshall, subject to the limitations set forth in this SectionSection and Section 11.04, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (h) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 11 and (i) furnish the Indemnified Party with evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party (so long as such counsel is reasonably acceptable to the Indemnifying Party) if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 11.03(b)(i) within 30 days of receipt of notice of the Third Party Claim pursuant to Section 11.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, (o) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim actively and in good faith or (v) the Third Party Claim relates to or arises in connection with any Shared Liability and Seller has not made the Shared Liabilities Control Election. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.0211.03(c), (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if Claim unless the settlement does not release (i) expressly and unconditionally releases the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim and (ii) does not impose injunctive or other equitable relief against the Indemnified Party or any of its Affiliates; provided that no such prior written consent shall be required with respect to a settlement imposes of any matter listed in Schedule 11.02 so long as such settlement does not impose injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and the applicable indemnification remains in effect with respect to any liabilities and obligations not released. (iie) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (b) and (c) above, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose, it being understood, however, that the Indemnifying Party shall control such defense. The fees and expenses of such separate counsel shall be paid borne by the Indemnified Party. ; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (di) Each party hereto shall cooperate, and cause their respective Affiliates incurred by the Indemnified Party prior to cooperate, in the date the Indemnifying Party assumes control of the defense or prosecution of any the Third Party Claim or (ii) if representation of both the Indemnifying Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewiththe Indemnified Party by the same counsel would create a conflict of interest.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 (the “Indemnified Party”) agrees to Party shall give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not prejudice the Indemnifying Party’s rights hereunder, nor relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must Article 4 acknowledge that they would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 8 and Article 5 furnish the Indemnified Party with evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if Article 6 the Indemnifying Party does not deliver the acknowledgment referred to in Section 8.03(b)(i) within 30 days of receipt of notice of the Third Party Claim pursuant to Section 8.03(a), Article 7 the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, Article 8 the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its affiliates, Article 9 the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its affiliates or Article 10 the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. Indemnified Party may not compromise or settle any Third Party Claim for which it is seeking indemnification hereunder without the written consent of the Indemnifying Party. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.028.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (b) and (iic) above, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel Article 11 incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or Article 12 if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (df) Each party hereto shall cooperate, and cause their respective Affiliates affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. In the case of any Litigation asserted by a third party (aa "Third Party Claim") The against a party seeking entitled to indemnification under Section 6.01 this Agreement (the “an "Indemnified Party”) agrees to give prompt "), notice in writing shall be given by the Indemnified Party to the party against whom indemnity is required to be sought provide indemnification (the “"Indemnifying Party”") of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under promptly after such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement has actual knowledge of such Third Party Claim, if and the settlement does not release Indemnifying Party, at its option and at its own expense, shall have the right to conduct and control, through counsel of its choosing (which counsel must be reasonably satisfactory to the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim Party), the defense, compromise or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnifying Party -57- hereunder, and to employ separate counsel of its choice for in any such purpose. The fees and expenses of such separate counsel shall be paid by case the Indemnified Party. (d) Each party hereto Party shall cooperate, and cause their respective Affiliates to cooperate, cooperate in the defense or prosecution of any Third Party Claim connection therewith and shall furnish or cause to be furnished such records, information and testimony, testimony and attend such conferences, discovery proceedings, hearings, trials or appeals, and appeals as may be reasonably requested by the Indemnifying Party in connection therewith; provided, that (a) the Indemnified Party may participate, through counsel chosen by it and at its own expense, in the defense of any such Third Party Claim as to which the Indemnifying Party has so elected to conduct and control the defense thereof and (b) the Indemnifying Party shall not, without the written consent of the Indemnified Party (which written consent shall not be unreasonably withheld or delayed), pay, compromise or settle any such Third Party Claim. Notwithstanding the foregoing, in the event any Third Party Claim is solely for money damages, the Indemnifying Party shall have the right to pay, settle or compromise any such Third Party Claim without such consent, provided, that the Indemnifying Party acknowledges and agrees in writing that it has an obligation to provide indemnification hereunder pursuant to such Third Party Claim.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 ‎Section 10.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The Provided notice is given prior to the applicable survival date for such claim pursuant to ‎Section 10.02, the failure to so promptly notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this ‎Article 10 and (ii) furnish the Indemnified Party with evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in ‎Section 10.03(b)(i) within 30 days of receipt of notice of the Third Party Claim pursuant to ‎Section 10.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its affiliates, (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim, or (vi) the Third Party Claim relates to Taxes. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02‎Section 10.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs ‎(b) and (ii‎(c) above, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (df) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party Each Person seeking indemnification under Section 6.01 this Article IX (the “Indemnified Party”) agrees to shall give prompt written notice in writing to the party against Person from whom indemnity indemnification is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (“Third Party Claim”); provided that the failure of the Indemnified Party to give notice as provided in this Section 9.3(a) in respect shall not relieve any Indemnifying Party of which indemnity may be sought its obligations under Section 9.2, except to the extent that such Sectionfailure adversely prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail such Third Party Claim claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure Thereafter, the Indemnified Party shall deliver to so notify the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party. Except as set forth in the last sentence of this Section 9.3(a), the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the sole expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing in this Section 9.3, the Indemnifying Party shall not relieve have the right to assume control of such defense if the Third Party Claim of which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief in any material respect, (ii) involves criminal or quasi-criminal allegations, (iii) seeks the imposition of its obligations hereundera consent order, except injunction or decree that would materially restrict the future activity or conduct of the Indemnified Party, (iv) would be reasonably expected to result in Liabilities greater than the extent such failure shall have materially and adversely prejudiced remaining amount of the Indemnifying Party. ’s maximum liability under Article IX, or (bv) The Indemnifying Party shall be entitled to participate involves an actual or potential conflict of interest, in the defense reasonable judgment of any Third Party Claim andoutside legal counsel of Indemnified Party, subject that would make it inappropriate for the same counsel to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If represent the Indemnifying Party shall and the Indemnified Party (each of the foregoing, an “Exception Claim”). In the event that the Indemnifying Party fails to elect to assume the control of the defense of any Third Party Claim in accordance with the provisions of manner set forth in this Section 6.029.3 or such Third Party Claim is or at any time becomes, an Exception Claim, the Indemnified Parties may, at the Indemnifying Party’s cost and expense (subject to the limitations set forth in this Article IX), defend against the Third Party Claim; provided that, the (i) the Indemnifying Party shall obtain nonetheless have the prior written consent of right to participate in the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement defense of such Third Party Claim, if the settlement does not release Claim giving rise to the Indemnified Party Party’s claim for indemnification at the Indemnifying Party’s sole cost and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates expense, and (ii) the Indemnified Party shall reasonably consult with the Indemnifying Party regarding the strategy for defense of such claim; and provided, further that the Indemnified Party may not consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the prior written consent of the Indemnifying Party (such consent not to be entitled to participate in unreasonably withheld, conditioned or delayed). If the Indemnifying Party shall assume the defense of any Third Party Claim and pursuant to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by this Article IX, then the Indemnified Party may participate, at the Indemnified Party’s own expense, in the defense of such Third Party Claim; provided, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if requested by the Indemnifying Party to participate; provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any Third Party Claim. For the avoidance of doubt, Seller shall control defense of Third Party Claims with respect to the matters set forth on Section 1.1(g) of the Disclosure Schedule; provided that, Buyer shall have the right to participate in the defense of such matter at Buyer’s sole cost and expense, and Seller shall reasonably consult with Buyer regarding the strategy for defense of such matter; provided, further that Seller may not consent to the entry of any judgment or enter into any settlement with respect to such matter without the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed). (b) Notwithstanding anything in this Section 9.3 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not permit any Order or other equitable relief to be entered, directly or indirectly, against the Indemnified Party and (iii) such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. If the Indemnifying Party makes any payment on any Third Party Claim, then the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Third Party Claim. (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this Article IX), or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Notwithstanding anything to the contrary in this Section 9.3, this Section 9.3 shall not apply to indemnification for any Taxes. The procedures for such indemnification shall be governed solely by Section 6.7.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 9.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and Claim, the basis for indemnification and the amount of all related Damages (taking into account the information then available to the Indemnified Party, including any limitations made in good faith to preserve the attorney-client privilege, work product doctrine or any other privilege). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (ba) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this SectionSection 9.04, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided, however, that the Indemnifying Party shall not be entitled to control and appoint lead counsel for such defense of any Third Party Claim in the event that (i) such Third Party Claim seeks injunctive or other equitable relief against the Indemnified Party, any of its Affiliates or any of their Representatives, (ii) such Third Party Claim relates to or arises in connection with any criminal Legal Proceedings and (iii) such Third Party Claim has been brought by or behalf of any other customer, employee, supplier, vendor, service provider or distributor of Buyer or any of its Affiliates, including the Companies or any Governmental Authority. (cb) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.029.04, (i1) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party Party, its Affiliates and its Affiliates and their respective directors, officers and employees from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or Party, any of its Affiliates or its and their respective directors, officers and employees and (ii1) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (c) The Indemnified Party shall not admit liability in respect of any Third Party Claim, nor enter into any settlement of such Third Party Claim, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed). (d) Each party hereto shall cooperate, and cause their respective its Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party Party seeking indemnification under Section 6.01 this Article X (the “Indemnified Party”) agrees to give prompt notice in writing to the party Party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. (b) After the Indemnified Party provides the notice set forth in Section 10.3(a), if such Third Party Claim is solely for monetary damages, and is not brought by a customer listed on Schedule 3.23(a), then the Indemnifying Party shall be entitled, if it elects to do so, at its own cost and expense, (A) to take control of the defense and investigation of such Third Party Claim, (B) to employ and engage legal counsel of its own choice to handle and defend the same unless the named parties to any such Third Party Claim (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised by counsel that there is a material conflict of interest by having the Indemnifying Party retain a single law firm to defend the Indemnifying Party and the Indemnified Party, in which event the Indemnified Party shall be entitled, at the Indemnifying Party’s reasonable cost and expense (but solely to the extent such costs and expenses arise from actions that reasonably are material to the preservation of the Indemnified Party’s rights in such Third Party Claim), to separate counsel of its own choosing (but in no event more than one counsel). The Indemnifying Party shall be entitled to participate in not, without the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (Party, which shall not be unreasonably withheld, conditioned or delayed, (x) before entering into settle or compromise any Third Party Claim or consent to the entry of any judgment which respect thereto that includes any admission of wrongdoing or (y) settle or compromise any Third Party Claim if the settlement imposes equitable remedies or obligations on the Indemnified Party other than financial obligations for which such Indemnified Party will be fully indemnified hereunder. No Third Party Claim for which indemnification hereunder has been or will be sought shall be settled or compromised by the Indemnified Party without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (c) If the Indemnifying Party fails to assume the defense of such lawsuit or action within forty-five (45) calendar days after receipt of the notice of Third Party Claim pursuant to Section 10.3(a) or is not permitted to assume such defense pursuant to Section 10.3(b), the Indemnified Party against which such Third Party ClaimClaim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, if compromise or settlement of Third Party Claim on behalf of and for the settlement does account and risk of the Indemnifying Party; provided, however, that such Third Party Claim shall not release be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party and its Affiliates from all liabilities and obligations settles or compromises such lawsuit or action without the prior written consent of the Indemnifying Party, the Indemnifying Party will bear no liability hereunder for or with respect to such Third lawsuit or action. In the event either Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in assumes the defense of a particular lawsuit or action in the manner contemplated above, the Party assuming such defense shall keep the other party reasonably informed of the progress of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partydefense, compromise or settlement. (d) Each party hereto In connection with the defense or prosecution of any Third Party Claim, each Party shall (at the sole cost or expense of the Indemnifying Party) (i) reasonably cooperate, and cause their its respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall such claim, (ii) furnish or cause to be furnished such documents, records, information and testimony, grant or cause to be granted access to all reasonably requested witnesses, and attend such conferences, discovery proceedings, hearings, trials or appeals, in each case as may be reasonably requested in connection therewith, and (iii) take all reasonable steps to make available to the other Party, upon written request, its former and current employees, other personnel and agents (whether as witnesses or otherwise) to the extent that such persons may reasonably be required in connection therewith. After written notice of any Third Party Claim, neither Seller nor Buyer shall (and each of Seller and Buyer shall cause its respective Affiliates not to) destroy or dispose of any documents, records or information related to the defense or prosecution of any Third Party Claim without first using its reasonable efforts to notify the other Party of the proposed destruction or disposition and giving the other Party the opportunity to take possession of or copy such documents, records or information prior to such destruction or disposition. (e) Notwithstanding anything to the contrary in this Agreement, Seller shall have exclusive control over the prosecution, defense or settlement of any Third Party Claim relating to a Seller Consolidated Return.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 11.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such SectionSection (each, a “Third Party Claim”). Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall from time to time deliver to the Indemnifying Party (if the Indemnifying Party assumed control of the defense pursuant to Section 11.03(b) below) promptly following receipt thereof, copies of all notices and documents, including all court papers, received by the Indemnified Party relating to the Third Party Claim. An Indemnified Party’s failure to timely provide notice or copies of documents shall not relieve the Indemnifying Party from its indemnification obligations, except to the extent the Indemnifying Party is actually and demonstrably prejudiced as a result of such failure. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim andshall, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 11 and (ii) furnish the Indemnified Party with evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party (so long as such counsel is reasonably acceptable to the Indemnifying Party) if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 11.03(b)(i) within 30 days of receipt of notice of the Third Party Claim pursuant to Section 11.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim actively and in good faith. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.0211.03(c), (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if Claim unless the settlement does not release (i) expressly and unconditionally releases the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim and (ii) does not impose injunctive or other equitable relief against the Indemnified Party or any of its Affiliates; provided that no such prior written consent shall be required with respect to a settlement imposes of any matter listed in Schedule 11.02 so long as such settlement does not impose injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and the applicable indemnification remains in effect with respect to any liabilities and obligations not released. (iie) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (b) and (c) above, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose, it being understood, however, that the Indemnifying Party shall control such defense. The fees and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (df) If the Indemnified Party is controlling the defense of a Third Party Claim, (i) the Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim together with separate counsel of its choice for such purpose, it being understood, however, that the Indemnified Party shall, subject to the limitations set forth in clause (ii), control such defense and (ii) the Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld unreasonably, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (g) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall retain and furnish or cause to be retained and furnished such records, records and information and provide testimony, make employees reasonably available and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The In the event that any Litigation for which an indemnifying party seeking indemnification under Section 6.01 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the an “Indemnifying Party”) may have liability hereunder to a Buyer Group Indemnitee or a Seller Indemnitee, as the case may be (an “Indemnified Party”), other than any such Litigation relating to Taxes (which are the subject of the assertion of Section 5.4), is asserted against or sought to be collected from any claim or the commencement of any suit, action or proceeding Indemnified Party by any a third party (a “Third Party Claim”) ), such Indemnified Party shall reasonably promptly, but in respect no event more than 20 Business Days following such Indemnified Party’s receipt of which indemnity may be sought under such Section. Such notice shall set forth a Third Party Claim, notify the Indemnifying Party in reasonable detail writing of such Third Party Claim describing in reasonable detail the facts and circumstances with respect to the subject matter of such Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto, the basis for which indemnification is sought and copies of the relevant documents evidencing such Third Party Claim (taking into account a “Claim Notice”); provided, however, that the information then available failure timely to the Indemnified Party). The failure to so notify the Indemnifying Party give a Claim Notice shall not relieve the Indemnifying Party of its obligations hereunder, indemnification obligation under this Agreement with respect to such Third Party Claim except to the extent that such failure has a prejudicial effect on the Indemnifying Party with respect to such Third Party Claim (except that the Indemnifying Party shall have materially and adversely prejudiced not be liable for any expenses incurred during the period in which the Indemnified Party failed to provide such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as soon as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all notices, court papers and other relevant documents received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party shall have 20 Business Days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim unless the Indemnified Party has notified the Indemnifying Party in the Claim Notice that it has determined in good faith that there is a reasonable probability that such Third Party Claim may result in injunctive or other nonmonetary relief against the Indemnified Party or any of its Affiliates, in which case the Indemnifying Party shall not have any rights to defend the Indemnified Party against such Third Party Claim and the Indemnified Party shall assume such defense at the Indemnifying Party’s expense. (b) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense at its expense, with counsel reasonably satisfactory to the Indemnified Party. Once the Indemnifying Party has duly assumed the defense of a Third Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Party shall participate in any such defense at its expense; provided, however, that if (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (ii) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed to diligently pursue a Third Party Claim it has assumed, as provided in the first sentence of clause (c) of this Section 8.6, or (iii) the Indemnifying Party is not entitled to a legal defense or counterclaim available to the Indemnified Party, then the Indemnifying Party shall be liable for the reasonable fees and expenses of one outside counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party reasonably determines counsel is required. The Indemnifying Party shall be entitled not, without the prior written consent of the Indemnified Party, settle, compromise or offer to participate in the defense of settle or compromise any Third Party Claim andon a basis that would result in (A) injunctive or other nonmonetary relief against the Indemnified Party or any of its Affiliates, subject including the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates, (B) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates or (C) any monetary liability of the Indemnified Party that will not be promptly paid or reimbursed by the Indemnifying Party. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not, without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, settle, compromise or offer to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expensesettle or compromise any Third Party Claim. (c) If the Indemnifying Party shall assume (i) elects not to defend the control Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) is not entitled to defend the Third Party Claim pursuant to clause (a) of this Section 8.6 or (iii) after assuming the defense of any a Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim in accordance with within 10 Business Days after receiving written notice from the provisions of this Section 6.02Indemnified Party to the effect that the Indemnifying Party has so failed, (i) the Indemnified Party shall have the right, at all times, but not the obligation to assume its own defense and the Indemnifying Party shall obtain have the prior written consent of right, but not the Indemnified Party (which shall not be unreasonably withheldobligation, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the any such defense of any Third Party Claim and to employ separate counsel of its choice for such purposechoosing at its own expense. The fees and expenses of such separate counsel In no event shall be paid by the Indemnified Party’s right to indemnification for a Third Party Claim be adversely affected by its assumption of the defense of such Third Party Claim. (d) Each party hereto The Indemnified Party and the Indemnifying Party shall cooperatecooperate in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to each other’s relevant business records and other documents, and cause their respective Affiliates employees; it being understood that such cooperation shall not affect the indemnifiability hereunder of the costs and expenses of the Indemnified Party relating thereto. The Indemnifying Party shall keep the Indemnified Party reasonably apprised of any significant developments relating to cooperate, in the defense or prosecution of any Third Party Claim of which the Indemnifying Party has assumed the defense, including any proposed compromise, settlement or appeal with respect thereto. (e) The Indemnified Party and the Indemnifying Party shall furnish or use their reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials made so as to preserve any applicable attorney-client or appeals, as may be reasonably requested in connection therewithwork-product privileges.

Third Party Claim Procedures. If a party receives notice of the assertion of any Third Party Claim in respect of which such party may have a claim under Section 5.01 or 5.02 then the following shall apply: (a) The party seeking indemnification under Section 6.01 against whom any such Third Party Claim is made (the “"Indemnified Party”"), shall promptly provide written notice (an "Indemnity Notice") agrees to give prompt notice in writing of such Third Party Claim to the other party against whom indemnity is to be sought (the “"Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section"). Such notice Indemnity Notice shall set forth describe in reasonable detail such the nature of the Third Party Claim and the basis for indemnification (taking into account its claim under Section 5.01 or 5.02; provided that the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, affect a party's rights under Section 5.01 or 5.02 except to the extent the other party is actually prejudiced by the failure to give such failure notice and then only to the extent of such actual prejudice. An Indemnity Notice by a party shall have materially and adversely prejudiced not preclude such party from giving subsequent Indemnity Notices with respect to other claims, whether arising before or after the Indemnifying Partyclaims for which prior notice is given. (b) Upon receipt of an Indemnity Notice, the Indemnifying Party shall have the right to promptly assume, at its sole cost and expense, the defense or settlement of such Third Party Claim with counsel reasonably acceptable to the Indemnified Party, provided that the Indemnifying Party has irrevocably agreed in writing to defend, indemnify and hold harmless the Indemnified Party in respect of all Losses arising or resulting from such Third Party Claim. The Indemnifying Party shall be entitled give prompt written notice to participate in the Indemnified Party of its intent to enter into such agreement and assume the defense of any such Third Party Claim and, subject to and shall conduct the limitations set forth defense and/or settlement of such Third Party Claim diligently and in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) good faith. If the Indemnifying Party shall assume enters into such agreement and assumes such defense then for so long as the control of the defense of any Indemnifying Party is defending such Third Party Claim in accordance with its obligations hereunder then the provisions Indemnified Party shall not admit any liability with respect to, or settle, any said Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnified Party shall have the right to settle, compromise or discharge such Third Party Claim without the consent of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of if the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third releases the Indemnifying Party Claim, if the settlement does not release the Indemnified Party and from its Affiliates from all liabilities and obligations indemnification obligation hereunder with respect to such Third Party Claim or Claim. If requested by the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) Indemnifying Party, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, cooperate fully in the defense or prosecution of any Third Party Claim the defense of which has been assumed by the Indemnifying Party, and the Indemnified Party shall furnish or cause to be furnished such records, information and testimony, testimony and attend all such conferences, discovery proceedings, hearings, trials or appeals, and appeals as may be reasonably requested in connection therewith, but the Indemnifying Party will reimburse the Indemnified Party for any reasonable out-of-pocket fees or expenses incurred by it in so cooperating or acting at the request of the Indemnifying Party. (c) Notwithstanding Section 5.02(b), if (i) an Indemnified Party is obligated to permit an insurer or other Person having liability therefore to assume the defense of a Third Party Claim, or (ii) an Indemnified Party determines in good faith that there is a reasonable possibility that a Third Party Claim may materially and adversely affect it or its assets or business other than as a result of the payment of monetary damages, or (iii) the Indemnifying Party and Indemnified Party are both named parties in a Third Party Claim and in the reasonable judgment of the Indemnified Party a conflict of interest (other than a dispute regarding the scope of the Indemnified Party's right to indemnification under this Agreement) between the Indemnified Party and the Indemnifying Party exists or (iv) if the Indemnifying Party fails, after reasonable notice from the Indemnified Party, to diligently and in good faith defend such Third Party Claim, then, at the option of the Indemnified Party, the Indemnifying Party shall not have the right to assume the defense of such Third Party Claim and the Indemnified Party may, by notice to the Indemnifying Party, reassume the defense of any such Third Party Claim previously assumed by the Indemnifying Party. No retention or reassumption of any such defense by the Indemnified Party shall prejudice any rights of the Indemnified Party under Section 5.01 or 5.02. (d) If the Indemnifying Party does not give notice and assume the defense of such Third Party Claim in accordance with Section 5.03(b) or is not entitled to assume or retain the defense thereof, the Indemnified Party shall have full authority to defend and/or settle any such Third Party Claim for the account of and at the sole risk, cost and expense of the Indemnifying Party. If the Indemnified Party undertakes the defense and/or settlement of any such Third Party Claim it shall do so diligently and in good faith and the Indemnifying Party shall from time to time upon the request of the Indemnified Party reimburse the Indemnified Party for the costs incurred by the Indemnified Party in defending and/or settling such Third Party Claim. The Indemnifying Party shall be bound by any settlement entered into by the Indemnified Party to the extent that such settlement is commercially reasonable measured in the context of the matter settled and by any judgment resulting from such Third Party Claim. If the Indemnifying Party had the right to assume the defense and settlement of such Third Party Claim and did not do so then, in any dispute between the Indemnifying Party and Indemnified Party regarding the defense or settlement of such Third Party Claim the Indemnifying Party shall have the burden to prove that the Indemnified Party did not defend such Third Party Claim diligently and in good faith and/or settle such claim in a commercially reasonable manner. (e) Notwithstanding any provision of this Agreement or any Ancillary Agreement the parties agree that if any right of the Indemnified Party would be irreparably and irredeemably prejudiced by its failure to join the Indemnifying Party in any legal proceeding brought by a third party asserting a Third Party Claim, then the Indemnified Party may join the Indemnifying Party in such legal proceeding brought by the third party asserting such Third Party Claim as to which any right under Section 5.01 or 5.02 would or might apply, for the purpose of enforcing any such right. (f) The Indemnifying Party shall not admit any liability, settle, compromise, pay or discharge, without the consent of the Indemnified Party, any Third Party Claim being defended by it unless with respect to any settlement (i) the Indemnified Party is not obligated to perform or to refrain from performing any act under such settlement and there is no encumbrance on any assets of the Indemnified Party; (ii) there is no finding or admission of any violation of any Legal Requirement, violation of the rights of any Person by the Indemnified Party or any other liability or obligation of the Indemnified Party to any Person; and (iii) the Indemnified Party receives, as a part of such settlement, a complete release, in form and substance reasonably satisfactory to the Indemnified Party. (g) The party controlling the defense of a Third Party Claim shall keep the other party reasonably informed at all stages of the defense and/or settlement of such Third Party Claim. The party not controlling the defense of any such Third Party Claim shall have the right, at its sole cost and expense, to participate in, but not control, the defense of any such Third Party Claim.

Third Party Claim Procedures. (a) In the event that any claim or demand for which an Indemnifying Person is reasonably expected to have liability to any Indemnified Person hereunder is asserted against or sought to be collected from any Indemnified Person (a “Claim”), such Indemnified Person shall promptly notify the Indemnifying Person in writing of such Claim, the amount or the estimated amount of damages sought thereunder, to the extent then reasonably ascertainable (which estimate shall not be conclusive of the final amount of such Claim), any other remedy sought thereunder and, to the extent practicable, any other then-known material details pertaining thereto (a “Claim Notice”); provided, however, that the failure to so give a Claim Notice in accordance with this Section 8.4(a) shall not affect the rights of an Indemnified Person hereunder except, and only to the extent that, any such failure has an adverse and prejudicial effect on the rights available to the Indemnifying Person with respect to such Claim. The party seeking indemnification under Section 6.01 Indemnifying Person shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by applicable Law or a Governmental Entity in a Legal Proceeding) after receipt of the Claim Notice (the “Indemnified PartyNotice Period”) agrees related to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any a third party Claim (a “Third Third-Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to notify the Indemnified Party). The failure to so notify Person that the Indemnifying Person desires to defend the Indemnified Person against such Third-Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying PartyClaim. (b) The In the event that the Indemnifying Person notifies the Indemnified Person within the Notice Period that the Indemnifying Person desires to defend the Indemnified Person against a Third-Party Claim, subject to Section 8.4(c)¸ the Indemnifying Person shall be entitled have the right to defend the Indemnified Person by appropriate proceedings and shall have the sole power to direct and control such defense at its sole expense and with counsel reasonably acceptable to the Indemnified Person. Once the Indemnifying Person has duly assumed the defense of a Third-Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Person shall participate in any such defense at its expense, unless the defense Indemnifying Person and the Indemnified Person are both named parties to the proceedings and counsel for the Indemnified Person shall have reasonably concluded that the representation of both parties by the same counsel would be inappropriate due to differing interests between them, and in that case, the Indemnifying Person shall be liable for the reasonable fees and expenses of one separate counsel (in addition to any Third necessary local counsel) to the extent such Third-Party Claim and, is subject to the limitations set forth in indemnification or reimbursement under this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expenseArticle VIII. (c) If the Indemnifying Party shall assume the control of the defense of any Third Notwithstanding Section 8.4(b), if a Third-Party Claim (1) seeks relief that if granted would result in accordance the imposition of an injunction or other equitable relief against the Parent Indemnified Person or any of its Affiliates, (2) seeks or would result in a finding or admission that would have a material adverse effect on other claims made against the Parent Indemnified Person or any of its Affiliates, (3) is brought by, or on behalf of, a Governmental Entity having jurisdiction over the Parent Indemnified Person or its Affiliates (other than in respect of Taxes), (4) involves criminal or quasi-criminal allegations against a Parent Indemnified Person or any of its respective Affiliates, directors, officers or employees, (5) would materially and adversely affect the ongoing business (including any dispute with any material customer or employee) of Parent, the Company, the Surviving Corporation or any of their respective Subsidiaries or (6) would result in Losses reasonably expected to exceed the maximum amount that the Parent Indemnified Person could then be entitled to recover under the applicable provisions of this Section 6.028.2 (any such claim, an “Parent Indemnified Person Defense Matter”), then, in each case of clauses (i) 1)-(6), the Indemnifying Parent Indemnified Person alone shall be entitled to contest, defend, compromise and settle such Third-Party shall obtain Claim (but, with respect to any such compromise or settlement, subject to obtaining the prior written consent of the Indemnified Party (Company Indemnitors, which consent shall not be unreasonably withheld, conditioned or delayed). The Company Indemnifying Person shall not settle, compromise or offer to settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment or other Order resolving such Third-Party Claim in whole or in part (each, a “Settlement”) before entering into any settlement without the prior written consent of the Parent Indemnified Person, which consent shall not be unreasonably withheld, conditioned or delayed; provided that such consent may be withheld in the sole discretion of the Parent Indemnified Person if such Settlement (1) is or relates to a Parent Indemnified Person Defense Matter, (2) does not include from the claimant and such Company Indemnitors an unqualified release of the Parent Indemnified Persons from all liability in respect of such Third Third-Party Claim, if the settlement (3) does not release provide solely for the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any payment of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel money which shall be paid solely by the Company Indemnitors and imposes no other liabilities or obligations of any kind upon the Parent Indemnified PartyPerson or (4) includes any admission of any liability or wrongdoing (including any violation of Law or Order) by any Parent Indemnified Person. The Parent Indemnified Person shall have a reasonable period to review and comment upon drafts of any documentation relating to any Settlement that the Company Indemnitors proposes to enter into, and the Company Indemnitor shall consider such comments in good faith. (d) Each party hereto If the Indemnifying Person (1) elects not to defend the Indemnified Person against a Third-Party Claim, whether by not giving the Indemnified Person timely notice of its desire to so defend or otherwise, or (2) is not entitled to defend the Third-Party Claim as provided in Section 8.4(a) or Section 8.4(c), then, in each case, the Indemnified Person shall cooperatehave the right, but not the obligation, to assume the defense and resolution of such Third-Party Claim, it being understood that the Indemnified Person’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such Third-Party Claim. The Indemnifying Person shall have no liability with respect to a Settlement entered into without its consent, which consent shall not be unreasonably withheld, conditioned or delayed. (e) The Indemnified Person and the Indemnifying Person shall cooperate in order to allow for the proper and adequate defense of a Third-Party Claim, including by providing reasonable access to each other’s relevant business records and other documents and employees, it being understood that the reasonable out-of-pocket fees, costs and expenses incurred by the Indemnified Persons relating thereto shall be considered Losses. The Indemnified Person and the Indemnifying Person shall keep each other reasonably informed with respect to the status of such Third-Party Claim. (f) The Indemnified Person and the Indemnifying Person shall use reasonable best efforts to avoid production of Confidential Information (as defined in the Confidentiality Agreement) consistent with applicable Law, and to cause their respective Affiliates access to cooperateall relevant business records and other documents and all communications among employees, in the defense or prosecution of counsel and others representing any Third party to a Third-Party Claim and shall furnish or cause to be furnished made so as to preserve any applicable attorney-client or work-product privileges. (g) Upon receipt of a Claim Notice that does not involve a Third-Party Claim, the Indemnifying Person will have thirty (30) days from the receipt of such recordsClaim Notice to notify the Indemnified Person that the Indemnifying Person disputes any aspect of such Claim. If the Indemnifying Person does not timely notify the Indemnified Person of such dispute, information then the amount of such Claim will be deemed, conclusively, a liability of the Indemnifying Person hereunder. If the Indemnifying Person does timely notify the Indemnified Person of such dispute, then the Indemnified Person will have thirty (30) days to respond in a written statement to the objection of the Indemnifying Person. If after such 30-day period there remains a dispute as to any such Claim, then the Indemnified Person and testimonythe Indemnifying Person will attempt in good faith for a period not to exceed thirty (30) additional days to agree upon the rights of the respective parties with respect to such Claim. If the parties hereto should so agree, a memorandum setting forth such agreement will be prepared and attend signed by ▇▇▇▇▇▇ and the Stockholder Representative. If the parties hereto do not agree within such conferencesadditional 30-day period, discovery proceedings, hearings, trials or appeals, as then the Indemnified Person may be reasonably requested in connection therewithpursue any and all other remedies available to it hereunder.

Third Party Claim Procedures. (a) The party Person seeking indemnification under Section 6.01 ‎‎Section 10.01 or ‎Section 10.02 (the “Indemnified Party”) agrees to shall give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Third-Party Claim and, subject to the limitations set forth in this Section, and shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) ; provided that prior to assuming control of such defense, the Indemnifying Party shall, within thirty days after delivery of a notice by the Indemnified Party of such Third-Party Claim, give written notice to the Indemnified Party that it is assuming and controlling the defense of such Third-Party Claim. If the Indemnifying Party shall so assume the control of the defense of any Third a Third-Party Claim in accordance with the provisions of this Section 6.02Claim, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Third-Party Claim, Claim if (i) the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations Liabilities with respect to such Third Third-Party Claim or Claim, (ii) the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates, (iii) the settlement includes the admission of any wrongdoing by the Indemnified Party or any of its Affiliates and or (iiiv) the Indemnifying Party does not pay all amounts in such settlement. (c) If the Indemnifying Party is controlling the defense of a Third-Party Claim, the Indemnified Party shall be entitled to participate in the defense of any Third such Third-Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party. ; provided that the Indemnifying Party shall pay the fees and expenses of such separate counsel if (di) Each party hereto shall cooperate, representation of both the Indemnifying Party and cause their respective Affiliates the Indemnified Party by the same counsel would create a conflict of interest or (ii) there are material legal defenses available to cooperate, an Indemnified Party that are different from or in addition to those available to the Indemnifying Party. In case the Indemnified Party chooses to participate in the defense or prosecution of any Third a Third-Party Claim and Claim, the Indemnifying Party shall furnish or cause keep the Indemnified Party reasonably informed with respect to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithThird-Party Claim.

Third Party Claim Procedures. (a) The party Any Buyer Indemnified Party or Seller Indemnified Party seeking indemnification under Section 6.01 8.02 (the each, an “Indemnified Party”) agrees to shall give prompt notice in writing to the party against Person from whom indemnity indemnification is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so 47 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. . Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (bincluding any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, to be entitled to participate in the defense represented by counsel of any Third Party Claim its choice and, subject to the limitations set forth in this SectionSection 8.03, shall be entitled to control and appoint lead defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third Party Claim. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim, then the Indemnified Party may defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third Party Claim, but the Indemnifying Party may nonetheless participate in the defense of such Third Party Claim with its own counsel for such defense, in each case at its own expense. (c) . If the Indemnifying Party shall assume the control of the defense of any Third Party Claim Claim, then the Indemnified Party may participate, at his or its own expense, in accordance the defense of such Third Party Claim; provided that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the provisions expense of this Section 6.02, Indemnifying Party if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided, further, that the Indemnifying Party shall obtain not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any Third Party Claim. Notwithstanding anything in this Section 8.03 to the prior written contrary, Buyer will control, without affecting its or any other Indemnified Party’s rights to indemnification under this Agreement, the defense of all Third Party Claims relating to the matters addressed in Section 7.01 or any Excluded Liability relating to Taxes (“Tax Claims”) to the extent related to Buyer Tax Returns; provided, however, that Seller and its counsel (at its sole expense) may participate in (but not control the conduct of) the defense of any such Tax Claim. Buyer shall not settle any such Tax Claim without the consent of the Indemnified Party (Seller, which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 10.02(a) and (b) (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article and (ii) furnish the Indemnified Party with evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 10.03(b)(i), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.0210.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if . (e) In circumstances where the settlement does not release Indemnifying Party is controlling the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such defense of a Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates in accordance with paragraphs (b) and (iic) above, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (df) Each party hereto shall cooperate, and cause their respective Affiliates affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. In the case of any Litigation asserted by a third party (aa "Third Party Claim") The against a party seeking entitled to indemnification under Section 6.01 this Agreement (the “an "Indemnified Party”) agrees to give prompt "), notice in writing shall be given by the Indemnified Party to the party against whom indemnity is required to be sought provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and in a manner consistent with Section 10.1, and the basis Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for indemnification Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (taking into account a) counsel for the information then available Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party). The , and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (b) the failure of any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, indemnification obligation under this Agreement except to the extent that such failure shall have materially and adversely prejudiced results in a lack of actual notice to the Indemnifying Party. (b) The Party and such Indemnifying Party is materially prejudiced as a result of such failure to give notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to participate assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability with respect to such Third Party Claim. If the Indemnified Party in good faith determines that (i) the conduct of the defense or any proposed settlement of any Third Party Claim would reasonably be expected to affect adversely the Indemnified Party's Tax liability or the ability of the Company to conduct the Business, or (ii) the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim, the Indemnified Party shall have the right at all times to take over and control the defense, settlement, negotiation or Litigation relating to any such Third Party Claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and control, the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed, and provided, further, that in the case of clause (ii) above, the Indemnified Party will have no such right to so take over and control where such Third Party Claim involves no potential remedies other than monetary damages and the Indemnifying Party will pay all such monetary damages. In any event, the Sellers and the Buyer shall cooperate in good faith in the defense of any Third Party Claim and, subject to this Article VIII and the limitations set forth in this Section, records of each shall be entitled reasonably available to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations other with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partydefense. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. A Beta Systems Indemnified Party or Proginet Indemnified Party (a) The party seeking indemnification under Section 6.01 (the in either case, an “Indemnified Party”) agrees to give prompt notice seeking indemnification from Beta Systems or Proginet (in writing to the party against whom indemnity is to be sought (the either case, an “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any with respect to a third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify claim will give the Indemnifying Party shall prompt written notice of such third party claim. Failure to give such notice will not relieve reduce the obligations of the Indemnifying Party of its obligations hereunderunder this Article, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If that the Indemnifying Party shall assume is prejudiced thereby. After such notice, if the Indemnifying Party acknowledges in writing to such Indemnified Party that the right of indemnification under this Services Agreement applies with respect to such third party claim, then the Indemnifying Party may, if it elects, in a written notice delivered to the Indemnified Party no later than 14 calendar days prior to the date on which a response to such third party claim is due or 14 calendar days after receipt of the written notice (whichever is sooner), take control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02such third party claim. In such case, (i) the Indemnifying Party shall obtain will select and engage attorneys at the expense of the Indemnifying Party. The Indemnified Party will reasonably cooperate with the Indemnifying Party and its attorneys in the investigation, trial and defense of such third party claim and any appeal arising therefrom and the Indemnified Party may, at its own expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such third party claim and any appeal arising therefrom. The Indemnifying Party will not enter into any settlement that involves any action, admission, or liability of the Indemnified Party without the prior written consent of the Indemnified Party (Party, which shall consent will not be unreasonably withheld, conditioned withheld or delayed) before entering into any settlement of such Third . After notice by the Indemnifying Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled election to participate in take control of the defense of any Third such third party claim, the Indemnifying Party Claim and will not be liable to employ separate counsel the Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in connection with such defense. If the Indemnifying Party does not take control of its choice for such purpose. The fees and expenses the defense of such separate counsel shall be paid by third party claim, the Indemnifying Party may participate in such defense, at its expense, and the Indemnified Party may reasonably defend and settle such third party claim in its discretion, at the expense of the Indemnifying Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The In the event that any written claim, demand or other Claim for which an indemnifying party seeking indemnification under Section 6.01 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the an “Indemnifying Party”) of the assertion of may have an obligation or liability to any claim Indemnified Party under this Article 7 is asserted against or the commencement of sought to be collected from any suit, action or proceeding Indemnified Party by any a third party (a “Third Third-Party Claim”) ), such Indemnified Party shall promptly (but in respect no event fewer than fifteen days prior to a scheduled appearance in a matter in which litigation has been initiated), notify the Indemnifying Party in writing of such Third-Party Claim with reasonable specificity as to the basis for such claims, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which indemnity may estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided that the failure of an Indemnified Party to provide such notice in a timely manner shall not affect its rights to indemnification under this Article 7 except to the extent that the Indemnifying Party has been actually prejudiced by such Sectionfailure. Such notice The Indemnifying Party shall have thirty days (or such lesser number of days set forth in reasonable detail such Third Party the Claim and Notice as may be required by court proceedings in the basis for indemnification event of a litigated matter) after receipt of the Claim Notice (taking into account the information then available “Claim Notice Period”) to notify the Indemnified Party). The failure Party that it desires to so notify defend the Indemnified Party against such Third-Party Claim. (b) In the event that the Indemnifying Party notifies the Indemnified Party within the Claim Notice Period that it desires to defend the Indemnified Party against a Third-Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense at its expense (it being understood and agreed to by the Parties that the Indemnifying Party shall not relieve be deemed to have assumed any obligation or liability with respect to such Third-Party Claim in the event the Indemnifying Party notifies the Indemnified Party of its obligations hereunder, except desire to defend the extent such failure shall have materially and adversely prejudiced Indemnified Party against a Third-Party Claim or in the event the Indemnifying Party. Party assumes the defense of a Third-Party Claim); provided, that (bi) The any legal counsel selected by the Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject reasonably satisfactory to the limitations set forth in this Section, shall be entitled to control Indemnified Party and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (iii) the Indemnifying Party shall obtain reasonably defend such Third-Party Claim and, to the extent it fails to do so, the Indemnified Party shall have the right, after the provision of written notice to the Indemnifying Party of such failure and the failure of the Indemnifying Party to cure such failure to reasonably defend such Third-Party Claim within thirty days of the receipt of such notice, to elect to assume such defense. Subject to the terms and conditions set forth in the foregoing sentence, (A) once the Indemnifying Party has duly assumed the defense of a Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, at its expense, to participate in any such defense and to employ separate legal counsel of its choosing and (B) the Indemnified Party shall participate in any such defense at its expense unless the Indemnifying Party and the Indemnified Party are both named parties to the Claims and the Indemnified Party shall have reasonably concluded, based on the advice of outside legal counsel, that there are one or more legal defenses available to it that are different from or additional to those available to any Indemnifying Party or that representation of both parties by the same legal counsel would otherwise be inappropriate due to actual or potential differing interests between them, in which event the reasonable and documented fees and expenses of such separate legal counsel shall be paid by the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed) before entering into ), have the right to direct and control the defense of any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Third-Party Claim (I) seeking the imposition of a consent order, injunction or decree that would adversely and materially restrict the settlement imposes injunctive future activity or other equitable relief against conduct of the Indemnified Party or any of its Affiliates or (II) involving alleged criminal liabilities of the Indemnified Party or any of its Affiliates. The Indemnifying Party may not settle or otherwise dispose of any Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably conditioned, withheld or delayed, unless such settlement or other disposition includes only the payment of monetary damages (which are fully paid by the Indemnifying Party in accordance with the terms of this Article 7 (including for the avoidance of doubt, the limitations set forth in Section 7.4 and do not impose any payment requirements on the Indemnified Party)), does not impose any injunctive relief upon the Indemnified Party or any of its Affiliates, does not require any admission or acknowledgment of obligation or liability or fault of or violation of Law by the Indemnified Party and contains an unconditional release of the Indemnified Party in respect of such Third-Party Claim. (iic) If the Indemnifying Party elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, the Indemnified Party shall have the right, but not the obligation, to assume its own defense (it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be entitled to participate in adversely affected by assuming the defense of any Third such Third-Party Claim). The Indemnified Party shall not settle a Third-Party Claim and to employ separate counsel without the prior written consent of its choice for such purpose. The fees and expenses of such separate counsel the Indemnifying Party, which consent shall not be paid by the Indemnified Partyunreasonably conditioned, withheld or delayed. (d) Each party hereto Subject to Section 5.5, the Indemnified Party and the Indemnifying Party shall cooperatecooperate in order to ensure the proper and adequate defense of a Third-Party Claim, including by providing access to each other’s relevant business records, other documents and employees and by keeping each other reasonably informed with respect to the status of such Third-Party Claim as either may reasonably request from time to time. (e) Subject to Section 5.5, the Indemnified Party and the Indemnifying Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause their respective Affiliates all communications among employees, legal counsel and others representing any party to cooperate, in the defense or prosecution of any Third a Third-Party Claim and shall furnish or cause to be furnished such recordsmade so as to preserve any applicable privileges and protections (including attorney-client privilege, information attorney work-product protections and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithconfidentiality protections).

Third Party Claim Procedures. If a MEGTEC Entity or Baldwin Entity receives notice of the assertion of any Third Party Claim in respect of which such party may have a claim under Section 11.02 or 11.03 hereof, then the following shall apply: (a) The party seeking indemnification under Section 6.01 against whom any such Third Party Claim is made (the “"Indemnified Party”"), shall promptly provide written notice (an "Indemnity Notice") agrees to give prompt notice in writing of such Third Party Claim to the other party against whom indemnity is to be sought (the “"Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section"). Such notice Indemnity Notice shall set forth describe in reasonable detail such the nature of the Third Party Claim and the basis for indemnification its claim under Section 11.02 or 11.03 hereof; provided, that the failure to provide such notice shall not affect a party's rights under Section 11.02 or 11.03 hereof except to the extent the other party is prejudiced by the failure to give such notice. An Indemnity Notice by a party shall not preclude such party from giving subsequent Indemnity Notices with respect to other claims, whether arising before or after the claims for which such prior notice is given. (taking b) Upon receipt of an Indemnity Notice, the Indemnifying Party shall have the right to promptly assume, at its sole cost and expense, the defense or settlement of such Third Party Claim with counsel reasonably acceptable to the Indemnified Party, provided that the Indemnifying Party has irrevocably agreed in writing to indemnify and hold harmless the Indemnified Party in respect of all Damages arising or resulting from such Third Party Claim. The Indemnifying Party shall give prompt written notice to the Indemnified Party of its intent to enter into account such agreement and assume the information then defense of any such Third Party Claim and shall conduct the defense and/or settlement of such Third Party Claim diligently and in good faith. 121 136 (c) Notwithstanding Section 11.04(b) hereof, if (i) an Indemnified Party is obligated to permit an insurer or other Third Party having liability therefore to assume the defense of a Third Party Claim; or (ii) the Indemnifying Party and Indemnified Party are both named parties in a Third Party Claim and there are legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party). The failure ; or (iii) if the Indemnifying Party fails, after reasonable notice from the Indemnified Party, to diligently and in good faith defend such Third Party Claim; or (iv) after being requested to do so notify by the Indemnified Party, the Indemnifying Party fails to provide the Indemnified Party with reasonable assurance of its financial ability to satisfy its defense and indemnification obligations hereunder, then, at the option of the Indemnified Party, the Indemnifying Party shall not relieve have the Indemnifying right to assume the defense of such Third Party of its obligations hereunderClaim and the Indemnified Party may, except by written notice to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in , reassume the defense of any such Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If previously assumed by the Indemnifying Party. No retention or re-assumption of any such defense by the Indemnified Party shall assume the control of the defense of prejudice any Third Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent rights of the Indemnified Party (which shall not be unreasonably withheld, conditioned under Section 11.02 or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party11.03 hereof. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party Any Person seeking indemnification under this Section 6.01 14 (in such capacity, the “Indemnified Party”) agrees to give prompt notice in writing to connection with any Third Party Claim shall notify, in writing, the party against whom Party from which indemnity is to be sought under this this Section 14 (in such capacity, the “Indemnifying Party”) ), as promptly as practicable after such Indemnified Party receives actual notice of the assertion of any claim existence of, or the commencement of any suitits involvement in, action or proceeding by any third party (“such Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure Failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of its obligations hereunderfrom liability that it may have to any Indemnified Party under this Section 14, except to the extent such failure shall have materially and adversely prejudiced that the Indemnifying Party. (b) Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume the defense of all Indemnified Parties in connection with any Third Party Claim, including the employment of counsel reasonably satisfactory to Indemnified Parties. Notwithstanding the Indemnifying Party’s decision to assume the defense of any such Third Party Claim, the Indemnified Parties shall have the right to employ separate counsel and to reasonably participate in the defense of any such Third Party Claim. Such separate counsel shall be at the sole cost and expense of the Indemnified Parties, unless (a) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would be inappropriate under the applicable rules of professional responsibility, (b) the named parties to any Third Party Claim include both the Indemnifying Party and an Indemnified Party, there are defenses available to such Indemnified Party that are different from, or in addition to, the defenses available to the Indemnifying Party, and counsel appointed by the Indemnifying Party declines to raise such different or additional defenses on such Indemnified Party’s behalf, (c) the Indemnifying Party fails to assume the defense of such Third Party Claim or to employ counsel reasonably satisfactory to the Indemnified Party in a timely manner or (d) the Third Party Claim seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief. In the event of any of clauses (a) through (d), all Indemnified Parties, at the Indemnifying Party’s expense, may employ separate counsel to represent or defend such Indemnified Parties in any such Third Party Claim or group of related Third Party Claims, provided, that, in no event shall the Indemnifying Party be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such Indemnified Parties in connection with any Third Party Claims (plus one firm of local counsel in each jurisdiction in which any such Third Party Claim is taking place). The Party controlling the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for not compromise or settle such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with without the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the other Party’s prior written consent of the Indemnified Party (consent, which shall not be unreasonably withheld, conditioned or delayed) before entering into ; provided, that, if the Indemnifying Party is controlling the defense of any settlement of such Third Party Claim, if the settlement does Indemnified Party’s consent shall not release be deemed to have been unreasonably withheld, conditioned or delayed if, and the Indemnified Party and may withhold its consent to, (a) any settlement that does not include a full general release of all the claims against the Indemnified Parties from all parties to the litigation, (b) any settlement that requires any Indemnified Party or any of its Affiliates to perform any covenant or refrain from all liabilities engaging in any activity and obligations with respect to such Third Party Claim (c) any settlement that includes any statement as to, or the settlement imposes injunctive an admission of, fault, violation, culpability, malfeasance or other equitable relief against nonfeasance by, or on behalf of, the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified PartyAffiliates. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 Within 20 days (the “Indemnified Party”or such earlier time as might be required to avoid prejudicing Shareholder's position) agrees to give prompt after receipt of notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suitaction evidenced by service of process or other legal pleading, Harold's shall give Shareholder written notice thereof together with a copy of such claim, process or other legal pleading, and Shareholder shall have the right to undertake the defense thereof by representatives of its own choosing (subject to approval of such representatives by Harold's which consent shall not be unreasonably withheld) and at its own expense; provided that Harold's may participate in the defense with counsel of its own choice, the fees and expenses of which counsel shall be paid by Harold's. If the named parties to any such action (including any impleaded parties) include both any of Shareholder and Harold's, and Harold's has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to Shareholder and that joint representation would be inappropriate under applicable standards of professional conduct, then if Harold's informs Shareholder in writing that it elects to employ separate counsel, the fees and expenses of such counsel shall be at the expense of Shareholder, and Shareholder shall not have the right to assume the defense of such action on behalf of Harold's (it being understood, however, that Shareholder shall not, in connection with any one such action or proceeding separate but substantially similar related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for Harold's, which firm shall be designated in writing by Harold's and it further being understood and agreed that Harold's may not settle any third party (“Third Party Claim”) in respect such action without the prior written consent of Shareholder, which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party consent shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Partybe unreasonably withheld). (b) The Indemnifying Party shall be entitled to participate in In the defense event that Shareholder, by the 30th day after receipt of notice of any Third Party Claim andsuch claim (or, if earlier, by the 10th day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, Harold's will (upon further notice to Shareholder) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of Shareholder (with all costs and expenses of Harold's being Damages to the extent provided in Section 10.2), subject to the limitations set forth in this Sectionright of Shareholder to assume the defense of such claims at any time prior to settlement, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expensecompromise or final determination thereof. (c) Notwithstanding the foregoing, Shareholder shall not settle any claim without the consent of Harold's unless such settlement involves only the payment of money and the claimant provides to Harold's a release from all liability in respect of such claim. If the Indemnifying Party shall assume the control settlement of the defense claim involves more than the payment of any Third Party Claim in accordance with money, Shareholder shall not settle the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain claim without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified PartyHarold's. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in In the event Shareholder assumes the defense or prosecution of any Third Third-Party Claim, it shall be conclusively established that such Third-Party Claim is subject to indemnity for Damages as provided in Section 10. (e) Harold's and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithShareholder will each cooperate with all reasonable requests of the other.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 (the “If an Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion Party becomes aware of any third-party claim or the commencement of any suit, action or proceeding by any third party against such Indemnified Party (“Third Third-Party Claim”) ), which such Indemnified Party reasonably believes may result in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis a claim for indemnification (taking into account the information then available pursuant to the this Article 8, such Indemnified Party). The failure to so Party shall notify the Indemnifying Party shall not relieve of such claim. An Indemnified Party’s failure to promptly notify the Indemnifying Party of its obligations a Third-Party Claim shall not affect any rights to indemnification hereunder, except to the extent such failure shall have materially and adversely prejudiced that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Party.’s failure to give such notice.. (b) The Indemnifying Party shall will, unless the Third Party Claim involves Taxes, be entitled to participate in the defense or compromise of any such Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. extent that it wishes (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, unless (i) the Indemnifying Party shall obtain the prior written consent of is also a party to such Third Party Claim and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (which shall not be unreasonably withheldii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Third Party Claim and provide indemnification with respect to such Third Party Claim), conditioned or delayed) before entering into any settlement to assume the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Third Party Claim, if the settlement does not release Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Section 8 for any fees of other counsel or any other expenses with respect to the defense of such Third Party Claim, in each case subsequently incurred by the Indemnified Party in connection with the defense of such Third Party Claim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Third Party Claim, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Third Party Claim are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (iii) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its Affiliates consent. If notice is given to an Indemnifying Party of the commencement of any Third Party Claim and the Indemnifying Party does not, within fifteen days after the Indemnified Party’s notice is given (or sooner, if the nature of the Third-Party Claim so requires), give notice to the Indemnified Party of its election to assume the defense of such Third Party Claim, the Indemnifying Party will be bound by any determination made in respect of such Third Party Claim or any compromise or settlement effected by the Indemnified Party. If the Indemnifying Party chooses to defend or participate in the defense of any Third-Party Claim, it shall have the right to receive from all liabilities and obligations the affected Indemnified Party any books, records or other documents reasonably within such Indemnified Party’s control that are necessary or appropriate for such defense. (c) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a Third Party Claim may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Third Party Claim, but the Indemnifying Party will not be bound by any determination of a Third Party Claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates matters alleged therein, and (ii) the Indemnified Party shall agree that process may be entitled served on Sellers with respect to participate such a claim anywhere in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partyworld. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a "Third Party Claim") against a party entitled to indemnification under this Agreement (an "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify, subject to the limitations contained in Section 9.4, the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) The party seeking indemnification under Section 6.01 (counsel for the “Indemnified Party”) agrees to give prompt notice in writing to Indemnifying Party who shall conduct the party against whom indemnity is to be sought (the “Indemnifying Party”) defense of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available shall be reasonably satisfactory to the Indemnified Party). The , and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (b) the failure of any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, indemnification obligation under this Agreement except to the extent that such failure shall have materially and adversely prejudiced results in a lack of actual notice to the Indemnifying Party. Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. The notice provided to the Indemnifying Party shall describe the Third Party Claim in reasonable detail, and shall indicate the amount (bestimated, if necessary) The of the Losses that has been or may be suffered. If the Indemnifying Party does not assume the defense of such Third Party Claim within twenty (20) days of notice thereof, the Indemnified Party shall be entitled to participate assume and control such defense in any manner it reasonably may deem appropriate. In the event the Indemnifying Party has assumed the defense of such Third Party Claim within twenty (20) days of notice thereof, the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). Except with the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyer shall cooperate in the defense of any Third Party Claim and, subject to this Article IX and the limitations set forth in this Section, records of each shall be entitled reasonably available to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations other with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partydefense. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 (Promptly after the “receipt by any Indemnified Party”) agrees to give prompt Party of a notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim claim, action, suit or the commencement of any suit, action or proceeding Proceeding by any third party (“Third Party Claim”) in respect of which indemnity that may be sought under subject to indemnification hereunder, such Section. Such Indemnified Party shall give written notice shall set forth of such claim to the Indemnifying Party, stating in reasonable detail such Third Party Claim the nature and basis of the claim and the amount thereof, to the extent known, along with copies of the relevant documents evidencing the claim, the basis for indemnification (taking into account sought and the information then available method of computation of the amount to which the Indemnified Party)Party claims to be entitled hereunder. The failure Failure of the Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from liability on account of its obligations hereunderthis indemnification, except if and to the extent such failure the Indemnifying Party is actually prejudiced thereby. Thereafter, the Indemnified Party shall have materially and adversely prejudiced deliver to the Indemnifying Party. , promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (bincluding court papers) received by the Indemnified Party relating to the claim and reasonably cooperate with the Indemnifying Party in evaluating and defending such claims. The Indemnifying Party shall be entitled have the right to assume the defense of the Indemnified Party against the third party claim if (i) it gives notice of its intention to do so to the Indemnified Party prior to the substantial completion of discovery relating to such third party claim and (ii) the Indemnifying Party acknowledges its indemnity obligation hereunder in respect of such Losses relating thereto, subject to the terms hereof. So long as the Indemnifying Party has assumed the defense of the third party claim in accordance herewith and notified the Indemnified Party in writing thereof, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the third party claim, (B) the Indemnified Party shall not file any Third Party Claim and, subject papers or consent to the limitations set forth in this Section, shall be entitled entry of any judgment or enter into any settlement with respect to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the third party claim without the prior written consent of the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (inot to be unreasonably withheld or delayed) and (C) the Indemnifying Party shall obtain will not consent to the entry of any judgment or enter into any settlement with respect to the third party claim (other than a judgment or settlement that is solely for money damages payable by the Indemnifying Party and is accompanied by a release of all claims against the Indemnified Party) without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed). Whether or not the Indemnifying Party shall have assumed the defense, such Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees parties will use commercially reasonable efforts to minimize Losses from third party claims and expenses of will act in good faith in responding to, defending against, settling or otherwise dealing with such separate counsel shall be paid by the Indemnified Partyclaims. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party Each Person seeking indemnification under Section 6.01 this Article 9 (either the E▇▇▇▇▇▇ Indemnified Party or the JV NewCo Indemnified Party, the “Indemnified Party”) agrees to shall give prompt written notice in writing to the party against Person from whom indemnity indemnification is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (“Third Party Claim”); provided, that the failure of the Indemnified Party to give notice as provided in this Section 9.03(a) in respect shall not relieve any Indemnifying Party of which indemnity may be sought its obligations under Section 9.02, except to the extent that such Sectionfailure adversely prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail such Third Party Claim claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure Thereafter, the Indemnified Party shall deliver to so notify the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party. Except as set forth in this Section 9.03(a), the Indemnifying Party shall not relieve have the right, upon written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense of such Third Party Claim at the sole expense of the Indemnifying Party of its obligations hereunder, except with counsel selected by the Indemnifying Party and reasonably acceptable to the extent such failure Indemnified Party; provided, however, that notwithstanding anything in this Section 9.03, but subject to the limitations included herein, the parties acknowledge and agree that E▇▇▇▇▇▇ shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in control the defense of any Third Party Claim and, subject related to any Earn Out Liabilities. Notwithstanding the limitations set forth foregoing in this SectionSection 9.03(a), shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall not have the right to assume control of such defense if the Third Party Claim of which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief in any material respect, (ii) involves criminal or quasi-criminal allegations, (iii) seeks the imposition of a consent order, injunction or decree that would materially restrict the future activity or conduct of the Indemnified Party, (iv) involves an actual or potential conflict of interest, in the reasonable judgment of outside legal counsel of Indemnified Party, that would make it inappropriate for the same counsel to represent the Indemnifying Party and the Indemnified Party or (v) is in respect of Specified Liabilities (each of the foregoing, an “Exception Claim”). In the event that the Indemnifying Party fails to elect to assume control of the defense of any Third Party Claim in accordance with the provisions of manner set forth in this Section 6.029.03(a) or such Third Party Claim is or at any time becomes, an Exception Claim, the Indemnified Parties may, at the Indemnifying Party’s cost and expense, defend against the Third Party Claim; provided that, the (i) the Indemnifying Party shall obtain nonetheless have the prior written consent of right to participate in the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement defense of such Third Party Claim, if the settlement does not release Claim giving rise to the Indemnified Party Party’s claim for indemnification at the Indemnifying Party’s sole cost and its Affiliates from all liabilities and obligations with respect expense (subject to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates limitations set forth under this Article 9), and (ii) the Indemnified Party shall be entitled to participate in reasonably consult with the Indemnifying Party regarding the strategy for defense of such claim. If the Indemnifying Party shall assume the defense of any Third Party Claim and pursuant to employ this Article 9, then the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim; provided that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of its choice the Indemnifying Party if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided, further, that the Indemnifying Party shall not be required to pay for more than one such purposecounsel (plus one local counsel in each relevant jurisdiction) for all Indemnified Parties in connection with any Third Party Claim. (b) Notwithstanding anything in this Section 9.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment. The fees Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not permit any Order or other equitable relief to be entered, directly or indirectly, against the Indemnified Party and expenses (iii) such settlement includes an unconditional release of such separate counsel Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. If the Indemnifying Party makes any payment on any Third Party Claim, then the Indemnifying Party shall be paid subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Third Party Claim. (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this Article 9), or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnified PartyIndemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Notwithstanding anything to the contrary in this Section 9.03, this Section 9.03 shall not apply to indemnification for any Taxes. The procedures for such indemnification shall be governed solely by Section 6.06. (f) Notwithstanding anything to the contrary in this Section 9.03, this Section 9.03 shall not apply to indemnification for Specified Liabilities. The procedures for such indemnification shall be governed solely by the procedures set forth on Section 9.02(a)(v) of the Disclosure Schedule.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 7.02 or Section 7.03 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under such Sectionthereunder. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Third-Party Claim and, subject to the limitations set forth in this SectionSection 7.04, shall be entitled to control and appoint lead counsel reasonably acceptable to the Indemnified Party for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that, based on the facts set forth in the notice required by Section 7.04(a), it would have an indemnity obligation for the Damages resulting from such Third-Party Claim as provided under this Article 7 and (ii) furnish the Indemnified Party with reasonably satisfactory evidence that the Indemnifying Party has adequate resources to defend the Third-Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third-Party Claim if (i) the Indemnifying Party does not deliver the acknowledgment and evidence referred to in Section 7.04(b) within 30 days of receipt of notice 47 of the Third-Party Claim pursuant to Section 7.04(a), (ii) the Third-Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, (iv) the Third-Party Claim relates to or otherwise involves a claim by a Governmental Authority or a customer of Strongbridge, (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third-Party Claim vigorously or (vi) in the case of a Novo Nordisk Indemnified Party, the amount of the Third-Party Claim, if determined in accordance with the claimant’s demands, would reasonably be expected to result in any Damages, together with all other unresolved claims for indemnification by the Novo Nordisk Indemnified Parties, that would not be available for recovery under this Article 7. (d) If the Indemnifying Party shall assume the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 6.027.04, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third-Party Claim; provided that consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) such settlement includes an unconditional release of the Novo Nordisk Indemnified Parties or the Strongbridge Indemnified Parties, as the case may be, from all liability on claims that are the subject matter of such Third-Party Claim and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of the Novo Nordisk Indemnified Parties or the Strongbridge Indemnified Parties, as the case may be. An Indemnified Party may not settle any Third-Party Claim for which it is seeking indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release ; provided that the Indemnified Party and its Affiliates from all liabilities and obligations may admit liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent so long as the Indemnified Party releases, to the reasonable satisfaction of the Indemnifying Party, any claims to indemnification with respect to such Third Third-Party Claim or pursuant to this Article 7. (e) In circumstances where the settlement imposes injunctive or other equitable relief against Indemnifying Party is controlling the Indemnified defense of a Third-Party or any of its Affiliates and (ii) Claim in accordance with the foregoing, the Indemnified Party shall be entitled to participate in the defense of any Third Third-Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) to the extent incurred by the Indemnified Party prior to the date that the Indemnifying Party assumes control of the defense of the Third-Party Claim or (ii) if the Indemnified Party is advised by counsel that (A) there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim or (B) there may be one or more defenses or claims available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party and that could be materially adverse to the Indemnifying Party. In the case of the foregoing clause (ii), the Indemnifying Party shall keep the Indemnified Party reasonably informed with respect to such Third-Party Claim and cooperate with the Indemnified Party in connection therewith. (df) Each party hereto shall cooperate, and cause their respective its Affiliates to cooperate, in the defense or prosecution of any Third Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 (the “If an Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) Party shall become aware of the assertion of an indemnifiable matter arising from any claim or the commencement demand of any suit, action or proceeding by any a third party (a “Third Party Claim”), the Indemnified Party shall promptly, and in any event within thirty (30) in respect days after it first becomes aware of facts which indemnity may be sought under give rise to the basis for such Section. Such claim, give written notice shall set (a “Third Party Notice”) to the applicable Indemnifying Party, of the basis for such Third Party Claim, setting forth the nature of the claim or demand, including the estimated amount of such claim, in reasonable detail such and including copies of any documents served on the Indemnified Party with respect to the Third Party Claim and Claim. Notwithstanding the basis for indemnification (taking into account the information then available to the Indemnified Party). The foregoing, failure to so notify the Indemnifying Party shall in accordance with this Section 8.6(a) will not relieve the Indemnifying Party of its obligations hereunderany obligation that it may have to the Indemnified Party, except to the extent the defense of such Third Party Claim is actually and materially prejudiced by the Indemnified Party’s failure to give such notice. The Indemnifying Party, upon notice to the Indemnified Party, shall have materially the right to assume and adversely prejudiced control the defense of such Third Party Claim for which the Indemnifying Party is obligated to indemnify pursuant to this Article 8 at its own cost and through counsel of its choosing; provided, however, that the Indemnifying Party shall not have the right to assume and control such defense: [… *** …] [ …***… ] [ …***… ] [ …***… ] [ …***… ] [ …***… ] [ …***… ] [ …***… ] [ …***… ] […***]. The Indemnifying Party shall from time to time apprise the Indemnified Party of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action and shall furnish the Indemnified Party with such documents and information filed or delivered in connection with such claim, liability or expense as the Indemnified Party may reasonably request. The Indemnified Party shall not admit any liability to any third party in connection with any matter which is the subject of a Third Party Notice and shall cooperate fully in the manner requested by the Indemnifying Party in the defense of such claim. Notwithstanding anything herein stated, the Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel. If no such notice of intent to defend is given by the Indemnifying Party, the Indemnified Party shall, at the expense of the Indemnifying Party, undertake (with counsel selected by the Indemnified Party and reasonably acceptable to the Indemnifying Party) the defense of such claim, liability or expense, and shall have the right to compromise or settle such claim, liability or expense with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. Nothing in this Section 8.6(a) shall limit UT’s rights pursuant to Section 1.1(e)(i). The Indemnified Party shall furnish the Indemnifying Party with such information as it may have with respect to such Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Indemnifying Party in the defense of such Third Party Claim. (b) If the Indemnifying Party is not, or becomes not, entitled to assume the defense of such Third Party Claim or shall withdraw from such defense, the Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Indemnified Party’s expense, subject to the final determination of whether such expenses are indemnifiable Damages. If the Indemnified Party controls the defense of any Third Party Claim pursuant to this Section 8.6(b), the Indemnified Party shall keep the Indemnifying Party reasonably and timely apprised of all developments in and the status of such Third Party Claim, and, such Indemnified Party shall have the right to compromise or settle such claim, liability or expense as indemnifiable Damages with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that, if the Indemnified Party settles, in good faith, any Third Party Claim without the Indemnifying Party’s consent (and the absence of the consent was not due to the Indemnifying Party unreasonably withholding or conditioning its consent), then any such settlement of a Third Party Claim by the Indemnified Party not consented to by an Indemnifying Party shall not be determinative of the validity or the amount of Damages with respect to any claim for indemnification by such Indemnifying Party under this Article 8. The existence of any Third Party Claim shall not create a presumption of any breach by a Party of any of its representations, warranties or covenants set forth in this Agreement. If an Indemnified Party controls any such Third Party Claim, the Indemnifying Party shall be entitled to participate in the defense or handling of any such Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control with its own counsel and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 this Article 13 (or any other provision of this Agreement that expressly provides for indemnification) (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defensedefense that is reasonably satisfactory to the Indemnified Party, in each case at its the Indemnifying Party’s own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.0213.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and affiliates, (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purposepurpose and (iii) the Indemnified Party shall not enter into any settlement of such Third Party Claim without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld). The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each In connection with the defense or prosecution of any Third Party Claim, each party hereto shall (i) cooperate, and cause their its respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall such claim, (ii) furnish or cause to be furnished such documents, records, information and testimony, grant or cause to be granted access to all reasonably requested witnesses, and attend such conferences, discovery proceedings, hearings, trials or appeals, in each case as may be reasonably requested in connection therewith, (iii) take all reasonable steps to make available to the other party, upon written request, its former and current employees, other personnel and agents (whether as witnesses or otherwise) to the extent that such persons may reasonably be required in connection therewith. Neither Seller nor Buyer will (and each of Seller and Buyer shall cause its respective Affiliates not to) destroy or dispose of any documents, records or information related to the defense or prosecution of any Third Party Claim without first using its reasonable best efforts to notify the other party of the proposed destruction or disposition and giving the other party the opportunity to take possession of or copy such documents, records or information prior to such destruction or disposition.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 (the “Indemnified Party”) Party agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such SectionSection (a “Claim Notice”). Such notice The Claim Notice shall set forth in reasonable detail such Third Party Claim and Claim, the basis for indemnification and the amount claimed (taking into account the information then available to the Indemnified PartyParty and which amount shall not be conclusive of the final amount of the Third Party Claim). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying PartyParty or the defenses or other rights available to the Indemnifying Party with respect to such Third Party Claim. (b) The Indemnifying Party shall have 30 days (or such lesser number of days set forth in the Claim Notice as may be entitled required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to participate in notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim; it being understood that by assuming the defense of any a Third Party Claim andthe Indemnifying Party shall acknowledge, subject based on the facts and circumstances then available and known and the matters alleged, that it has an indemnity obligation with respect to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expenseThird Party Claim. (c) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense, with counsel of its own choice at its expense. Once the Indemnifying Party has duly assumed the defense of a Third Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Party’s participation in any such defense shall be at its expense except to the extent that (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential conflict of interest, or (ii) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed to diligently pursue a Third Party Claim it has assumed, as provided in the first sentence of Section 7.03(e). (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.027.03, (i) the Indemnifying Party shall obtain not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld), conditioned settle, compromise or delayedoffer to settle or compromise any Third Party Claim on a basis that would result in (i) before entering into the imposition of a consent order, injunction, equitable relief or decree that would restrict or adversely affect the future activity or conduct of the Indemnified Party, any settlement of its Affiliates or the Business, (ii) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party, any of its Affiliates or the Venture, (iii) a finding or admission that would have an adverse effect on other claims made or threatened against the Indemnified Party, any of its Affiliates or the Venture, or (iv) any monetary liability of the Indemnified Party or Venture that will not be promptly paid or reimbursed by the Indemnifying Party. (e) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise or (ii) after assuming the defense of a Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right but not the obligation to assume its own defense; it being understood that, subject to the other provisions of this Article 7, the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (df) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith; it being understood that the costs and expenses of the Indemnified Party relating thereto shall be Damages to the extent provided in Section 7.02. (g) The Indemnified Party and the Indemnifying Party shall use reasonable best efforts to avoid production of confidential information (consistent with Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 9.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that if such Third Party Claim is successful it would have an indemnity obligation resulting from the Losses from such Third Party Claim. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.029.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto shall reasonably cooperate, and cause their respective Affiliates affiliates to reasonably cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 (Indemnifying Party will have the “Indemnified Party”) agrees right to give prompt notice in writing to defend the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available with counsel of its choice satisfactory to the Indemnified Party). The failure to , exercising commercially reasonable discretion, so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, long as (i) the Indemnifying Party acknowledges in writing to the Indemnified Party and without qualification (or reservation of rights) its indemnification obligations as provided in this ARTICLE VII, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party, exercising commercially reasonable discretion, 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 an injunction or other equitable relief, and (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party. The Indemnified Party shall obtain have the right to be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party provided that the Indemnified Party shall be entitled to reimbursement therefore if the Indemnifying Party shall lose its right to contest, defend, litigate and settle the Third Party Claim as herein provided. The Indemnifying Party shall lose its right to defend and settle the Third Party Claim if it shall fail to diligently contest, defend, litigate and settle the Third Party Claim as provided herein. So long as the Indemnifying Party has not lost its right to defend, litigate and settle and/or obligation to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the right, upon receiving the prior written consent approval of the Indemnified Party (which shall not be unreasonably withheldwithheld unless such settlement does not fulfill the conditions set forth in the following sentence and which shall be deemed automatically given if a response has not been received within the 30-day period following receipt of the proposed settlement by the Indemnified Party), conditioned to settle any such matter, either before or delayedafter the initiation of litigation, at such time and upon such terms as it deems fair and reasonable. Notwithstanding anything to the contrary herein contained, in connection with any settlement negotiated by an Indemnifying Party, no Indemnified Party or Indemnifying Party (as the case may be) before entering that is not controlling the defense and/or settlement of the Third Party Claim (the "Non-Control Party") shall be required by an Indemnifying Party or Indemnified Party controlling the litigation to (and no such party shall) (x) enter into any settlement that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Non-Control Party of a release from all liability in respect of such claim or litigation, (y) enter into any settlement that attributes by its terms liability to the Non-Control Party or which may otherwise have an adverse effect on the Indemnified Party's business, or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. All expenses (including attorneys' fees) incurred by the Indemnified Party in connection with the foregoing shall be paid by the Indemnifying Party. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this ARTICLE VII shall relieve it of such obligations to the extent they exist. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and the Indemnifying Party fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to this ARTICLE VII, or if, in accordance with the foregoing, the Indemnifying Party does not have the right or shall lose its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least 20 days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. If, pursuant to this Section 7.04(b), the Indemnified Party so contests, defends, litigates or settles a Third Party Claim, for which it is entitled to indemnification hereunder as provided herein, the Indemnified Party shall be reimbursed by the Indemnifying Party for the Damages that constitute reasonable attorneys' fees and other expenses of defending, contesting, litigating and/or settling the Third Party Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys' fees and other expenses. The Indemnified Party or the Indemnifying Party, as the case may be, shall furnish such information in reasonable detail as it may have with respect to a Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) to the other party if such other party is assuming defense of such claim, and make available all records and other similar materials which are reasonably required in the defense of such Third Party Claim and shall otherwise cooperate with and assist the defending party in the defense of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party Person seeking indemnification under Section 6.01 8.2 (the “Indemnified Party”) agrees to give prompt notice in writing to the party Party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party Third Party (“Third Third-Party Claim”) in respect of which indemnity may be sought under such SectionSection 8.2. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations or liability hereunder, except to the extent such failure shall have materially and actually adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Third-Party Claim and, subject to the limitations set forth in this SectionSection 8.4, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided, that the Indemnified Party is hereby authorized, prior to the Indemnifying Party’s delivery of a written election to the Indemnified Party of its agreement to defend such Third-Party Claim, to file any motion, answer or other pleading that it shall reasonably deem necessary to protect its interests or those of the Indemnifying Party. (c) If the Indemnifying Party elects to assume the defense of any such Third-Party Claim, it shall within 30 days after receipt of the notice referred to in Section 8.4(a) notify the Indemnified Party in writing of its intent to do so. The Indemnifying Party will have the right to assume control of such defense of the Third-Party Claim only for so long as it conducts such defense with reasonable diligence. The Indemnifying Party shall keep the Indemnified Parties advised of the status of such Third-Party Claim and the defense thereof on a reasonably current basis and shall consider in good faith the recommendations made by the Indemnified Parties with respect thereto. If the Indemnifying Party assumes the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 6.028.4, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement or compromise of such Third Third-Party Claim, if (A) the settlement or compromise does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Third-Party Claim or Claim, (B) the settlement or compromise imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates Affiliates, or (C) the Indemnifying Party does not agree in writing to pay such amounts payable pursuant to such settlement or compromise, and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third such Third-Party Claim and to employ employ, at its expense, separate counsel of its choice for such purpose. The fees ; provided, that if the Indemnifying Party assumes the defense of any such Third-Party Claim but fails to diligently prosecute such claim, or if the Indemnifying Party does not assume the defense of any such claim, the Indemnified Party may assume control of such defense and the Indemnifying Party will bear the reasonable costs and expenses of such separate counsel defense (including reasonable attorneys’ fees and expenses); and provided, further, that notwithstanding the foregoing, the Indemnifying Party shall be paid by pay the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (x) the Indemnified Party’s counsel shall have reasonably concluded and advised that there are defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (y) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party will not be permitted to settle, compromise, take any corrective or remedial action or enter into an agreed judgment or consent decree, in each case, that subjects the Indemnified Party to any criminal liability, requires an admission of guilt or wrongdoing on the part of the Indemnified Party or imposes any continuing obligation on or requires any payment from the Indemnified Party without the Indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. (d) Each party hereto Party shall reasonably cooperate, and cause their respective controlled Affiliates to reasonably cooperate, in the defense or prosecution of any Third Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion obligations and liabilities of any claim party under this Section 6.3.2 with respect to Losses arising from claims, assertions, events or the commencement proceedings of any suit, action or proceeding by any third party (“including, without limitation, claims by any assignee or successor of the Indemnified Party or any governmental agency), which are subject to the indemnification provided for in this Article 6 ("THIRD PARTY CLAIMS") shall be governed by and be subject to the following additional terms and conditions: if the Indemnified Party shall receive written notice of any Third Party Claim”) in respect , the Indemnified Party shall give the Indemnifying Parties prompt written notice of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available subject to the Indemnified Party). The failure to so notify the proviso in Section 6.3.1 above) and shall permit any of such Indemnifying Party shall not relieve the Indemnifying Party of Parties, at its obligations hereunderoption, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any such Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control by counsel of its own choosing and appoint lead counsel for such defense, in each case at its own expense. (c) . If any of the Indemnifying Party shall assume the control of the defense of any Third Party Claim Parties acknowledges in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of writing its obligation to indemnify the Indemnified Party hereunder against any Loss (which shall not be unreasonably withheld, conditioned or delayedwithout limitation) before entering into any settlement of that may result from such Third Party Claim, then such Indemnifying Party shall be entitled, at its option, to assume and control the defense against such Third Party Claim at its expense and through counsel of its choice if it gives prompt written notice of its intention to do so to the settlement does not release Indemnified Party unless, in the reasonable opinion of counsel for the Indemnified Party, there is a conflict or a potential conflict of interest between the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Indemnifying Party Claim in such action, suit or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) proceeding, in which event the Indemnified Party shall be entitled to participate in direct the defense with respect to, but only with respect to, those issues as to which such conflict exists. In the event any of the Indemnifying Parties exercises its right to undertake the defense against any such Third Party Claim as provided above, the Indemnified Party shall, and it shall cause its affiliates to, cooperate with such Indemnifying Party in such defense and make available to employ separate counsel such Indemnifying Party all pertinent records, materials and information in their possession or under their control relating thereto as is required by such Indemnifying Party. No Third Party Claim, except the settlement thereof which involves the payment of its choice money only for such purposewhich the Indemnified Party is fully indemnified (without limitation) by any of the Indemnifying Parties and the unconditional release from all related liability of the Indemnified Party, may be settled by any of the Indemnifying Parties without the written consent of the Indemnified Party. The fees and expenses Any settlement of such separate counsel shall be paid a Third Party Claim by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in Party without the defense or prosecution written consent of any of the Indemnifying Parties shall discharge such Indemnifying Parties from all liability hereunder with respect to the subject matter of such Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithClaim.

Third Party Claim Procedures. (a) The party seeking All claims for indemnification under Section 6.01 pursuant to this ‎Article 8 shall be made in accordance with the procedures set forth in this ‎Article 8. A Person entitled to assert a claim for indemnification (the a “Claim”) pursuant to this ‎Article 8 (an “Indemnified Party”) agrees to shall give prompt the Indemnifying Party written notice of any such Claim (a “Claim Notice”), which notice shall include a description in writing reasonable detail of (i) the basis for, and nature of, such Claim, including the facts constituting the basis for such Claim, and (ii) the estimated amount of the Losses that have been or may be sustained by the Indemnified Party in connection with such Claim. Any Claim Notice shall be given by the Indemnified Party to the party against whom indemnity is to be sought (the “Indemnifying Party, (A) in the case of a Claim in connection with any Legal Proceeding made or brought by any Person (other than the Purchaser or the Seller in connection with this Agreement) against such Indemnified Party (a “Third-Party Claim”), promptly, but in any event not later than ten (10) Business Days, following receipt of notice of the assertion of any claim or the commencement of any suitsuch Legal Proceeding, action or proceeding by any third party and (B) in the case of a Claim other than a Third-Party Claim (a “Third Party Direct Claim”), promptly, but in any event not later than ten (10) in respect Business Days, after the Indemnified Party becomes aware of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the facts constituting the basis for indemnification (taking into account the information then available to the Indemnified Party). The such Direct Claim; provided, however, that no failure to so notify the Indemnifying Party give such prompt written notice shall not relieve the Indemnifying Party of any of its indemnification obligations hereunder, hereunder except to the extent that the Indemnifying Party is prejudiced by such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled and Indemnified Party will cooperate in good faith to participate resolve any Direct Claim for a period of thirty (30) Business Days before commencing any Legal Proceeding in connection with such Claim. For the purposes of this Agreement, “Indemnifying Party” means the Purchaser (in the defense case of any Third Party Claim and, subject to a claim for indemnification by the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (cSellers) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and Sellers (ii) the Indemnified Party shall be entitled to participate in the defense case of any Third Party Claim and to employ separate counsel of its choice a claim for such purpose. The fees and expenses of such separate counsel shall be paid indemnification by the Indemnified PartyPurchaser). (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third party (aa “Third Party Claim”) The against a party seeking entitled to indemnification under Section 6.01 this Agreement (the an “Indemnified Party”) agrees to give prompt ), notice in writing shall be given by the Indemnified Party to the party against whom indemnity is required to be sought provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“such Third Party Claim”, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify, the Indemnified Party for Losses related to such Third Party Claim) in respect to assume the defense of which indemnity may be sought under such Section. Such notice Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall set forth in reasonable detail conduct the defense of such Third Party Claim and the basis for indemnification (taking into account the information then available shall be reasonably satisfactory to the Indemnified Party). The , and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, indemnification obligation under this Agreement except to the extent that such failure shall have materially and adversely prejudiced results in a lack of actual notice to the Indemnifying Party. Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. The notice provided to the Indemnifying Party shall describe the Third Party Claim in reasonable detail, and shall indicate the amount (bestimated, if necessary) The of the Losses that has been or may be suffered. If the Indemnifying Party does not assume the defense of such Third Party Claim within twenty (20) days of notice thereof, the Indemnified Party shall be entitled to participate assume and control such defense in any manner it reasonably may deem appropriate. In the event the Indemnifying Party has assumed the defense of such Third Party Claim within twenty (20) days of notice thereof, the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). Except with the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyer shall cooperate in the defense of any Third Party Claim and, subject to this Article VII and the limitations set forth in this Section, records of each shall be entitled reasonably available to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations other with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partydefense. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party Person seeking indemnification under Section 6.01 10.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party Third Party (“Third Third-Party Claim”) in respect of which indemnity may be sought under such SectionSection 11.02. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations or liability hereunder, except to the extent such failure shall have materially and actually adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Third-Party Claim and, subject to the limitations set forth in this SectionSection 11.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided, that the Indemnified Party is hereby authorized, prior to the Indemnifying Party’s delivery of a written election to the Indemnified Party of its agreement to defend such Third-Party Claim, to file any motion, answer or other pleading that it shall reasonably deem necessary to protect its interests or those of the Indemnifying Party. (c) If the Indemnifying Party elects to assume the defense of any such Third Party Claim, it shall within 30 days after receipt of the notice referred to in Section (a) notify the Indemnified Party in writing of its intent to do so. The Indemnifying Party will have the right to assume control of such defense of the Third-Party Claim only for so long as it conducts such defense with reasonable diligence. The Indemnifying Party shall keep the Indemnified Parties advised of the status of such Third-Party Claim and the defense thereof on a reasonably current basis and shall consider in good faith the recommendations made by the Indemnified Parties with respect thereto. If the Indemnifying Party assumes the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 6.0210.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement or compromise of such Third Third-Party Claim, if (A) the settlement or compromise does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim, (B) the amount of any damages to be paid with respect to the settlement of such Third Party Claim or is in excess of the $45,000,000 cap, (C) the settlement or compromise imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates Affiliates, or (D) the Indemnifying Party does not agree in writing to pay such amounts payable pursuant to such settlement or compromise, and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third such Third-Party Claim and to employ employ, at its expense, separate counsel of its choice for such purpose. The fees ; provided, that if the Indemnifying Party assumes the defense of any such Third-Party Claim but fails to diligently prosecute such claim, or if the Indemnifying Party does not assume the defense of any such claim, the Indemnified Party may assume control of such defense and the Indemnifying Party will bear the reasonable costs and expenses of such separate counsel defense (including reasonable attorneys’ fees and expenses); and provided, further, that notwithstanding the foregoing, the Indemnifying Party shall be paid by pay the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (x) the Indemnified Party’s counsel shall have reasonably concluded and advised that there are defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (y) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party will not be permitted to settle, compromise, take any corrective or remedial action or enter into an agreed judgment or consent decree, in each case, that subjects the Indemnified Party to any criminal liability, requires an admission of guilt or wrongdoing on the part of the Indemnified Party or imposes any continuing obligation on or requires any payment from the Indemnified Party without the Indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. (d) Each party hereto shall reasonably cooperate, and cause their respective controlled Affiliates to reasonably cooperate, in the defense or prosecution of any Third Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. The Indemnified Party may, upon reasonable notice, tender the exclusive defense of a Third Party Claim (asubject to the provisions of this Section 10.04(b)) The party seeking indemnification under to the Indemnifying Party. If (i) the defense of a Third Party Claim is so tendered and within 30 days thereafter such tender is accepted without qualification (or reservation of rights) by the Indemnifying Party; or (ii) within 30 days after the date on which written notice of a Third Party Claim has been given pursuant to this Section 6.01 (10.04(b), the “Indemnified Party”) agrees to give prompt notice Indemnifying Party shall acknowledge in writing to the party against whom indemnity is Indemnified Party and without qualification (or reservation of rights) its indemnification obligations as provided in this Article X; then, except as hereinafter provided, the Indemnified Party shall not, and the Indemnifying Party shall, have the right to be sought (the “Indemnifying Party”) of the assertion of any claim contest, defend, litigate or the commencement of any suit, action or proceeding by any third party (“settle such Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Indemnified Party shall not relieve have the Indemnifying Party of right to be represented by counsel at its obligations hereunderown expense in any such contest, except to the extent such failure shall have materially and adversely prejudiced defense, litigation or settlement conducted by the Indemnifying Party. (b) The Indemnifying ; provided, that the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If reimbursement therefore if the Indemnifying Party shall assume lose its right to contest, defend, litigate and settle the control of the defense of any Third Party Claim in accordance with as herein provided. The Indemnifying Party shall lose its right to defend and settle the provisions of this Section 6.02Third Party Claim if it shall fail to diligently contest, (i) defend, litigate and settle the Third Party Claim as provided herein. So long as the Indemnifying Party has not lost its right, defend, litigate and settle and/or obligation to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall obtain have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the right, upon receiving the prior written consent approval of the Indemnified Party (which shall not be unreasonably withheldwithheld unless such settlement does not fulfill the conditions set forth in the following sentence and which shall be deemed automatically given if a response has not been received within the 30-day period following receipt of the proposed settlement by the Indemnified Party), conditioned to settle any such matter, either before or delayedafter the initiation of litigation, at such time and upon such terms as it deems fair and reasonable. Notwithstanding anything to the contrary herein contained, in connection with any settlement negotiated by an Indemnifying Party, no Indemnified Party or Indemnifying Party (as the case may be) before entering that is not controlling the defense and or settlement of the Third Party Claim (the “Non-Control Party”) shall be required by an Indemnifying Party or Indemnified Party controlling the litigation to (and no such party shall) (x) enter into any settlement that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Non-Control Party of a release from all liability in respect of such claim or litigation, (y) enter into any settlement that attributes by its terms liability to the Non-Control Party or which may otherwise have an adverse effect on the Indemnified Party’s business, or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. All expenses (including attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this Article X shall relieve it of such obligations to the extent they exist. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and the Indemnifying Party fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to this Article X, or if, in accordance with the foregoing, the Indemnifying Party does not have the right or shall lose its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable; provided, that at least 20 days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. If, pursuant to this Section 10.04(b), the Indemnified Party so contests, defends, litigates or settles a Third Party Claim, for which it is entitled to indemnification hereunder as provided herein, the Indemnified Party shall be reimbursed by the Indemnifying Party for the Damages that constitute reasonable attorneys’ fees and other expenses of defending, contesting, litigating and/or settling the Third Party Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses. The Indemnified Party or the Indemnifying Party, as the case may be, shall furnish such information in reasonable detail as it may have with respect to a Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) to the other party if such other party is assuming defense of such claim, and make available all records and other similar materials which are reasonably required in the defense of such Third Party Claim and shall otherwise cooperate with and assist the defending party in the defense of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The If any Indemnified Party shall claim indemnification hereunder arising from any claim or demand of a third party seeking indemnification under Section 6.01 (a “Third-Party Claim”), the Indemnified Party shall promptly after it receives written notification of such Third-Party Claim, give written notice (a “Third-Party Notice”) to the applicable Indemnifying Party setting forth the basis for such Third-Party Claim and the nature and estimated amount of such Third-Party Claim (to the extent then known by the Indemnified Party”) agrees in reasonable detail, together with a copy of the written notification of such Third-Party Claim. No delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to give prompt the extent of any damage or liability caused by or arising out of such delay or failure. Within 30 days after receiving such Third-Party Notice, the Indemnifying Party, upon notice to the Indemnified Party, may, at its own cost and through counsel of its own choosing, defend any claim or demand set forth in a Third-Party Notice; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the party Indemnified Party that any damages, fines, costs or other liabilities that may be assessed against whom indemnity the Indemnifying Party in connection with such Third-Party Claim constitute Losses for which the Indemnifying Party shall be indemnified pursuant to this Article XII and (B) the damages sought in such Third-Party Claim, taken together with the estimated costs of defense thereof and the amount claimed by the Indemnified Parties with respect to any unresolved claims for indemnification then pending, is to be sought (not greater than the “Indemnifying Party”) then remaining obligation of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Indemnifying Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification hereunder (taking into account the information then available to the Indemnified Party). The failure to so notify limitations on liability described in Section 12.3) and (ii) the Indemnifying Party shall may not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Third-Party Claim involving Taxes (other than Seller Taxes), criminal liability or in accordance which equitable relief is sought against the Indemnified Party, or if an adverse resolution of the Third-Party Claim would, in the reasonable determination of the Indemnified Party, have a material adverse effect on the business, operations or future conduct of the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third-Party Claim, the Indemnified Party shall control such defense. The non-controlling Party may participate in such defense at its own expense. The controlling Party shall keep the non-controlling Party reasonably apprised of the status of such Third-Party Claim and the defense thereof and shall consider in good faith recommendations made by the non-controlling Party with respect thereto. Each of the provisions Indemnified Party and the Indemnifying Party shall, promptly upon the other’s reasonable request therefor, furnish such information as it may have with respect to such Third-Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same), make documents available for inspection and copying, make employees available for interviews, depositions and trial, and otherwise cooperate with and assist the controlling Party in the defense of such Third-Party Claim, all of the foregoing subject to the receipt of reasonable prior notice and the reimbursement of the reasonable out of pocket expenses of the Indemnified Party by the Indemnifying Party. The reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third-Party Claim shall be considered Losses for purposes of this Section 6.02, Agreement if and to the extent (i) the Indemnified Party controls the defense of such Third-Party Claim pursuant to the terms of this Section 12.8(a) or (ii) the Indemnifying Party assumes control of such defense and, in the reasonable view of outside counsel to the Indemnifying Party, there exists a conflict between the interests of the Indemnified Party and the Indemnifying Party or different defenses with respect to such Third-Party Claim are available to the Indemnified Party which are not available to the Indemnifying Party, provided that the Indemnifying Party shall obtain not be liable for the costs and expenses of more than one counsel for all Indemnified Parties in each jurisdiction to which such Third Party Claim relates. Neither the Seller Parties nor the Agent shall agree to any settlement of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (Buyer Parties, which shall not be unreasonably withheld, conditioned or delayed) before entering into ; provided that the consent of Buyer Parties shall not be required if the Agent, on behalf of all of the Seller Parties, agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of Buyer Parties from further liability, involves only the payment of money damages or amounts in settlement and has no other adverse effect on Buyer Parties. Buyer Parties shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Third-Party Claim without the prior written consent of the Agent, which shall not be unreasonably withheld, conditioned or delayed. Without limiting the foregoing, the Indemnifying Party will be subrogated to all rights and remedies of the Indemnified Party against the third party making such Third-Party Claim, if the settlement does not release and the Indemnified Party will reasonably cooperate with and its Affiliates from assist the Indemnifying Party in asserting all liabilities such rights and obligations with respect to remedies against such Third third party. (b) The Parties acknowledge and agree that (i) the ▇▇▇▇ Lawsuit constitutes a Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) a Claim for indemnification under Section 12.1(b)(iv) with respect to the Indemnified Party ▇▇▇▇ Lawsuit shall be entitled deemed to participate in have been made by the Buyer Parties as of the Effective Time for all purposes under this Article XII. The Parties further acknowledge and agree that the Holders shall assume the defense of any Third Party Claim and the ▇▇▇▇ Lawsuit pursuant to employ separate counsel the provisions of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified PartySection 12.8(a). (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 6.2 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification indemnification, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and any other material details pertaining thereto (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled have 30 days after receipt of the notice from the Indemnified Party to participate in notify the defense of any Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim andClaim, subject in which case the Indemnifying Party shall have the right to defend the limitations set forth in this Section, Indemnified Party by appropriate proceedings and shall be entitled have the sole power to direct and control such defense and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.026.4, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and Affiliates. (iid) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with Section 6.4(b), the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel incurred by the Indemnified Party (i) prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim, (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest, (iii) if the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation or (iv) if the Indemnifying Party has materially failed to defend the Third Party Claim. (de) If the Indemnifying Party elects not to defend the Indemnified Party against a Third Party Claim, the Indemnified Party shall have the right but not the obligation to assume its own defense. In such case, the Indemnified Party shall not settle a Third Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. (f) Each party hereto shall cooperate, and cause their respective Affiliates Subsidiaries to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (g) The Indemnified Party and the Indemnifying Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges.

Third Party Claim Procedures. (a) The In the event that any written claim, demand or other Claim for which an indemnifying party seeking indemnification under Section 6.01 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the an “Indemnifying Party”) of the assertion of may have an obligation or liability to any claim Indemnified Party under this Article 7 is asserted against or the commencement of sought to be collected from any suit, action or proceeding Indemnified Party by any a third party (a “Third Third-Party Claim”) ), such Indemnified Party shall promptly (but in respect no event fewer than fifteen days prior to a scheduled appearance in a matter in which litigation has been initiated), notify the Indemnifying Party in writing of such Third-Party Claim with reasonable specificity as to the basis for such claims, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which indemnity may estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided that the failure of an Indemnified Party to provide such notice in a timely manner shall not affect its rights to indemnification under this Article 7 except to the extent that the Indemnifying Party has been actually prejudiced by such Sectionfailure. Such notice The Indemnifying Party shall have thirty days (or such lesser number of days set forth in reasonable detail such Third Party the Claim and Notice as may be required by court proceedings in the basis for indemnification event of a litigated matter) after receipt of the Claim Notice (taking into account the information then available “Claim Notice Period”) to notify the Indemnified Party). The failure Party that it desires to so notify defend the Indemnified Party against such Third-Party Claim. (b) In the event that the Indemnifying Party notifies the Indemnified Party within the Claim Notice Period that it desires to defend the Indemnified Party against a Third- Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense at its expense (it being understood and agreed to by the Parties that the Indemnifying Party shall not relieve be deemed to have assumed any obligation or liability with respect to such Third-Party Claim in the event the Indemnifying Party notifies the Indemnified Party of its obligations hereunder, except desire to defend the extent such failure shall have materially and adversely prejudiced Indemnified Party against a Third-Party Claim or in the event the Indemnifying Party. Party assumes the defense of a Third-Party Claim); provided, that (bi) The any legal counsel selected by the Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject reasonably satisfactory to the limitations set forth in this Section, shall be entitled to control Indemnified Party and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (iii) the Indemnifying Party shall obtain reasonably defend such Third-Party Claim and, to the extent it fails to do so, the Indemnified Party shall have the right, after the provision of written notice to the Indemnifying Party of such failure and the failure of the Indemnifying Party to cure such failure to reasonably defend such Third-Party Claim within thirty days of the receipt of such notice, to elect to assume such defense. Subject to the terms and conditions set forth in the foregoing sentence, (A) once the Indemnifying Party has duly assumed the defense of a Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, at its expense, to participate in any such defense and to employ separate legal counsel of its choosing and (B) the Indemnified Party shall participate in any such defense at its expense unless the Indemnifying Party and the Indemnified Party are both named parties to the Claims and the Indemnified Party shall have reasonably concluded, based on the advice of outside legal counsel, that there are one or more legal defenses available to it that are different from or additional to those available to any Indemnifying Party or that representation of both parties by the same legal counsel would otherwise be inappropriate due to actual or potential differing interests between them, in which event the reasonable and documented fees and expenses of such separate legal counsel shall be paid by the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed) before entering into ), have the right to direct and control the defense of any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Third-Party Claim (I) seeking the imposition of a consent order, injunction or decree that would adversely and materially restrict the settlement imposes injunctive future activity or other equitable relief against conduct of the Indemnified Party or any of its Affiliates or (II) involving alleged criminal liabilities of the Indemnified Party or any of its Affiliates. The Indemnifying Party may not settle or otherwise dispose of any Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably conditioned, withheld or delayed, unless such settlement or other disposition includes only the payment of monetary damages (which are fully paid by the Indemnifying Party in accordance with the terms of this Article 7 (including for the avoidance of doubt, the limitations set forth in Section 7.4 and do not impose any payment requirements on the Indemnified Party)), does not impose any injunctive relief upon the Indemnified Party or any of its Affiliates, does not require any admission or acknowledgment of obligation or liability or fault of or violation of Law by the Indemnified Party and contains an unconditional release of the Indemnified Party in respect of such Third-Party Claim. (iic) If the Indemnifying Party elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, the Indemnified Party shall have the right, but not the obligation, to assume its own defense (it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be entitled to participate in adversely affected by assuming the defense of any Third such Third-Party Claim). The Indemnified Party shall not settle a Third-Party Claim and to employ separate counsel without the prior written consent of its choice for such purpose. The fees and expenses of such separate counsel the Indemnifying Party, which consent shall not be paid by the Indemnified Partyunreasonably conditioned, withheld or delayed. (d) Each party hereto Subject to Section 5.5, the Indemnified Party and the Indemnifying Party shall cooperatecooperate in order to ensure the proper and adequate defense of a Third-Party Claim, including by providing access to each other’s relevant business records, other documents and employees and by keeping each other reasonably informed with respect to the status of such Third-Party Claim as either may reasonably request from time to time. (e) Subject to Section 5.5, the Indemnified Party and the Indemnifying Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause their respective Affiliates all communications among employees, legal counsel and others representing any party to cooperate, in the defense or prosecution of any Third a Third-Party Claim and shall furnish or cause to be furnished such recordsmade so as to preserve any applicable privileges and protections (including attorney-client privilege, information attorney work-product protections and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithconfidentiality protections).

Third Party Claim Procedures. (ai) The party seeking Any Person entitled to indemnification under hereunder shall herein be referred to as an “Indemnitee”. A Party obligated to indemnify an Indemnitee hereunder shall herein be referred to as an “Indemnitor”. For the avoidance of doubt, in each case where the Indemnitee or the Indemnitor is Arigossi, then in each such case all references to such Indemnitee or Indemnitor, as the case may be, in this Section 6.01 7.2 shall be deemed (the “Indemnified Party”except for provisions relating to an obligation to make or a right to receive any payments) agrees to give prompt refer to Arigossi acting on behalf of such Indemnitee or Indemnitor, as applicable. Promptly (and in any event within thirty (30) days) after an Indemnitee either receives notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim by a third party, or the commencement of any suit, action or proceeding by any third party party, which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder (a “Third Party Claim”) ), such Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under this Article VII, notify such Indemnitor in writing of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim Claim, which notice shall (A) describe the facts and the basis for indemnification (taking into account the information then available circumstances giving rise to the Indemnified Party). The Third Party Claim to the extent known by such Indemnitee, and (B) set forth the amount or estimated amount of the Losses if known or reasonably ascertainable at the time the claim is made; provided, however, that failure to so notify the Indemnifying an Indemnitor of a Third Party Claim shall not relieve the Indemnifying Party such Indemnitor of any of its obligations hereunder, except to the extent the Indemnitor is actually and materially prejudiced in its defense of such failure Third Party Claim by such failure. Except as provided in this Section 7.2(g), the Indemnitor shall have materially the right, at its sole expense, using counsel reasonably acceptable to the Indemnitee and adversely prejudiced subject to the Indemnifying Party. terms and conditions set forth in this Section 7.2(g), to contest, defend, litigate or settle any such Third Party Claim; provided, that (bi) The Indemnifying Party the Indemnitor shall be entitled have notified the Indemnitee in writing of its intention to participate in assume the defense of any such Third Party Claim andwithin thirty (30) days of the Indemnitee having given notice of the Third Party Claim to the Indemnitor; (ii) the Indemnitor shall have expressly agreed in such notice to the Indemnitee that, subject to the any limitations set forth in this SectionArticle VII, as between the Indemnitor and the Indemnitee, the Indemnitor shall be solely obligated to fully satisfy and discharge such Third Party Claim without reservation of any rights; (iii) such Third Party Claim does not relate to or arise in connection with any criminal or quasi criminal proceeding, action, indictment, allegation or investigation; (iv) such Third Party Claim does not seek an injunction or equitable or other non-monetary relief against the Indemnitee; (v) such Third Party Claim is not, in the reasonable judgment of the Indemnitee, likely to result in Losses that will exceed the limitations on the right of the Indemnitee to indemnification contained in Section 7.2(c); and (vi) the Indemnitor shall at all times be using commercially efforts to diligently contest the Third Party Claim (the conditions set forth in foregoing clauses (i) through (vi) being collectively referred to as the “Litigation Conditions”). The Indemnitee shall have the right to participate in, and to be represented by counsel (at its own expense) in any such contest, defense, litigation or settlement conducted by the Indemnitor; provided, that the Indemnitee shall be entitled to control reimbursement for its reasonable and appoint lead counsel for such defensedocumented expenses in connection therefor if the Indemnitor shall lose its right to contest, in each case at its own expensedefend, litigate and settle the applicable Third Party Claim due to the failure of any of the Litigation Conditions. (cii) If the Indemnifying Party The Indemnitor, if it shall assume the control of have assumed the defense of any a Third Party Claim as provided in accordance with the provisions of this Section 6.027.2(g), (i) shall not consent to a settlement of, or the Indemnifying entry of any judgment arising from, any such Third Party shall obtain Claim without the prior written consent of the Indemnified Party Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed) before entering ). The Indemnitor shall not, without the prior written consent of the Indemnitee, enter into any compromise or settlement which (A) commits the Indemnitee to take, or to forbear to take, any action or (B) does not provide for a complete release by such third party of the Indemnitee. Notwithstanding anything contained herein to the contrary, the Indemnitee shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, if such Third Party Claim involves criminal or quasi criminal allegations or seeks primarily equitable or other non-monetary relief. All expenses (including attorneys’ fees) incurred by the Indemnitor in connection with the foregoing shall be paid by the Indemnitor. No failure by an Indemnitor to acknowledge in writing its indemnification obligations under this Article VII shall relieve it of such obligations to the extent such obligations exist. (iii) If the Indemnitor fails or is not entitled to assume the defense of a Third Party Claim as provided in this Section 7.2(g) for any reason (including, for the avoidance of doubt, as a result of the failure of any of the Litigation Conditions), then the Indemnitor shall not be entitled, and shall lose its right, to contest, defend, litigate and settle such a Third Party Claim, and the Indemnitee shall have the right, without prejudice to its right to seek indemnification hereunder, in its discretion exercised in good faith, to contest, defend and litigate such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to may settle such Third Party Claim either before or after the settlement imposes injunctive initiation of litigation, at such time and upon such terms as the Indemnitee deems fair and reasonable, provided that at least three (3) Business Days prior to any such settlement, written notice of its intention to settle is given to the Indemnitor. If, in accordance with this Section 7.2(g), the Indemnitee contests, defends, litigates or settles any Third Party Claim for which the Indemnitee is entitled to indemnification hereunder, the Indemnitee shall be reimbursed by the Indemnitor for the reasonable attorneys’ fees and other equitable relief against expenses of contesting, defending, litigating and/or settling such Third Party Claim which are incurred from time to time (subject to the Indemnified limitations on recovery of Losses under this Article VII). (iv) Any claim by an Indemnitee on account of Losses which do not result from Third Party Claims (a “Direct Claim”) shall be asserted by the Indemnitee by notifying such Indemnitor in writing of such Direct Claim, which notice shall (A) describe the facts and circumstances giving rise to the Direct Claim to the extent known by such Indemnitee, and (B) set forth the amount or estimated amount of the Losses if known or reasonably ascertainable at the time the claim is made; provided, however, that failure to notify an Indemnitor of a Direct Claim shall not relieve such Indemnitor of any of its obligations hereunder, except to the extent the Indemnitor is actually and materially prejudiced in its defense of such Direct Claim by such failure. The Indemnitor shall have twenty (20) days after its receipt of such notice to respond in writing to such Direct Claim. During such twenty (20)-day period, the Indemnitee shall allow the Indemnitor and its professional advisors 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 Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Affiliates and professional advisors may reasonably request. If the Indemnitor does not so respond within such twenty (ii) 20)-day period, the Indemnified Party Indemnitor shall be entitled deemed to participate have rejected such claim, in which case the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel Indemnitee shall be paid by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates free to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished pursue such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, remedies as may be reasonably requested in connection therewithavailable to the Indemnitee on the term and subject to the provisions of this Agreement.

Third Party Claim Procedures. (a) The party Party seeking indemnification under Section 6.01 5.1 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such SectionSection 5.1. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this SectionSection 5.2, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Damages resulting from such Third Party Claim and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the reasonable fees, costs and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 5.2(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 5.2(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim vigorously and prudently. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.025.2(b), (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, Claim if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and Affiliates. (iie) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with Section 5.2(b), the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees , in which case the fees, costs and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that Indemnifying Party shall pay the fees, costs and expenses of such separate counsel of the Indemnified Party if (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim, (ii) representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest or (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party. (df) Each party hereto shall reasonably cooperate, and cause their respective Affiliates to reasonably cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithClaim.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 If an event occurs or claim arises against the Purchaser (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of relation to which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party the Purchaser will or is likely to make a Warranty Claim and against the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party.Vendor: (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Purchaser shall give notice within ten Business Days thereof (including reasonable details) to the Vendor and not make any payment or admission of liability in respect of the Third Party shall obtain Claim, or take any other steps which may in any way prejudice the defence of the Third Party Claim, without the prior written consent of the Indemnified Party Vendor (which shall such consent not to be unreasonably withheld, conditioned withheld or delayed) before entering into and subject to clause 15.6(b) otherwise act in accordance with the Vendor’s reasonable directions regarding negotiations, prosecution or defence of any settlement Third Party Claim; Agreement relating to the sale and purchase of the Business and Assets of Esphion Limited (ii) the Vendor may, with the prior written consent of the Purchaser (not to be unreasonably withheld or delayed), in the name of the Purchaser, assume full control and conduct all negotiations and prosecute or defend any proceedings relating to the Third Party Claim. For this purpose the Purchaser shall make available to the Vendor all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Vendor may reasonably require for the purpose. If the written consent of the Purchaser is not provided within 15 Business Days of receipt of a written request from the Vendor, the Purchaser shall have no liability in connection with the Third Party Claim whether pursuant to the Warranties or otherwise; (iii) in relation to any dispute that the Vendor has control over under this clause 15.6, the Vendor will, prior to taking any action relevant to any Third Party Claim, if consult with the settlement Purchaser and its professional advisers (provided that such consultation does not release cause undue delay) in relation to the Indemnified Party conduct and progress of all such disputes resolution procedures, challenges or court proceedings and any related correspondence and negotiations, to keep the Purchaser and its Affiliates from professional advisers fully informed on this progress and, to provide the Purchaser and its professional advisers with copies of all liabilities relevant documents, including drafts. The Vendor, following such consultation, shall take into account all reasonable concerns and obligations with respect to such Third Party Claim or issues raised by the settlement imposes injunctive or other equitable relief against Purchaser in all action that is taken by the Indemnified Party or any of its Affiliates and Vendor; (iiiv) the Indemnified Party costs of the negotiations and proceedings shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid borne by the Indemnified PartyVendor. (db) Each party hereto the Vendor in exercising the rights granted to it by this clause shall cooperatetake account of all reasonable requests, and cause their respective Affiliates to cooperate, in including requests regarding not taking actions which may materially adversely affect the defense or prosecution reputation of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewiththe Business.

Third Party Claim Procedures. (a) The If any matter shall arise which constitutes or may give rise to a Loss subject to indemnification by any party as provided in this Agreement (an “Indemnity Claim”), the party seeking indemnification under Section 6.01 to be indemnified (the “Indemnified Party”) agrees to shall give prompt written notice in writing (a “Notice of Claim”) of such Indemnity Claim to the party against from whom indemnity is to be sought it seeks indemnification (the “Indemnifying Party”) ), setting forth the relevant facts and circumstances of such Indemnity Claim in reasonable detail and the amount of indemnity sought from the Indemnifying Party with respect thereto; provided, however, that any failure to promptly notify the Indemnifying Party of the assertion Indemnity Claim will not relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is materially prejudiced by such failure. (b) If any Indemnity Claim is based upon any claim, demand, suit or action of any claim or the commencement of any suit, action or proceeding by any third party against the Indemnified Party (a “Third Party Claim”) in ), then the Indemnified Party, at the time it gives the Indemnifying Party the Notice of Claim with respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail to such Third Party Claim and the basis for indemnification (taking into account the information then available Claim, shall offer to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the option to have the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in assume the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, which option shall be exercised by the Indemnifying Party (if the settlement does not release Indemnifying Party elects to exercise) by written notice to the Indemnified Party within ten (10) days after the Indemnifying Party receives written notice of the Third Party Claim. If the Indemnifying Party exercises such option, then the Indemnifying Party shall, at its own expense, assume the defense of such Third Party Claim, shall conduct such defense diligently and in good faith, shall fully discharge at its Affiliates from own expense all liabilities and obligations Liability of the Indemnified Party with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against Claim, shall keep the Indemnified Party apprised of all developments with respect to such defense and permit the Indemnified Party (at its own expense) to consult in such defense, and shall be entitled, in its sole discretion and at its sole expense, but without any Liability of the Indemnified Party therefore and without obligating the Indemnified Party in any way, to compromise or any settle such Third Party Claim upon terms acceptable to the Indemnifying Party. In the event the Indemnifying Party does not exercise its option to undertake the defense of its Affiliates such Third Party Claim in the manner set forth above or does not defend such Third Party Claim diligently and (ii) in good faith, the Indemnified Party shall be entitled to participate conduct such defense in any manner it may deem appropriate (and need not consult with, or obtain any consent from, the defense of any Third Indemnifying Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith), the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically (but no less often than monthly) for the costs of defending against the Third-Party Claim, including attorneys’ fees and expenses, and the Indemnifying Party shall remain responsible for any Losses the Indemnified Party may incur relating to or arising out of the Third-Party Claim to the fullest extent provided in this Article 9. The provisions of this Section 9.05 shall not be construed so as to invalidate or impair the protection afforded by any insurance policy maintained by any party.

Third Party Claim Procedures. In the case of any Litigation asserted by a Third Party (aa “Third-Party Claim”) The against a party seeking entitled to indemnification under Section 6.01 this Agreement with respect to such Litigation (the an “Indemnified Party”) agrees to give prompt ), notice in writing shall be given by the Indemnified Party to the party against whom indemnity is or parties required to be sought provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third such Third-Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim , and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party (at the expense of such Indemnifying Party) shall assume the defense of such Third-Party Claim, provided that (a) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, indemnification obligation under this Agreement except to the extent that the Indemnifying Party is materially prejudiced as a result of such failure shall have materially and adversely prejudiced to give notice. If the Indemnifying Party. (b) The Indemnifying Party does not assume the defense of such Third-Party Claim within 10 Business Days following notice thereof, the Indemnified Party shall be entitled to participate assume and control such defense and to settle or agree to pay in the defense of any Third full such Third-Party Claim andwithout the consent of the Indemnifying Party, subject without prejudice to the limitations set forth in this Section, shall be entitled ability of the Indemnified Party to control and appoint lead counsel enforce its claim for such defense, in each case at its own expense. (c) If indemnification against the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance hereunder. Except with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheldParty, conditioned or delayed) before entering into any settlement of such Third Party Claimno Indemnifying Party, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third such Third-Party Claim and Claim, shall consent to employ separate counsel entry of its choice any judgment or enter into any settlement that provides for such purpose. The fees and expenses of such separate counsel shall be paid by injunctive, criminal or other non-monetary relief affecting the Indemnified Party. (d) Each party hereto Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability with respect to such Third-Party Claim. In any event, Seller and Purchaser shall cooperate, and cause their respective Affiliates to cooperate, cooperate in the defense or prosecution of any Third Third-Party Claim subject to this Article X and the records of each shall furnish or cause be made reasonably available to be furnished the other with respect to such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithdefense.

Third Party Claim Procedures. (a) The party seeking Persons entitled to indemnification under Section 6.01 8.2 or Section 8.3 (the “Indemnified Party”) agrees agree to give prompt notice in writing to the party Persons against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually and materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Third-Party Claim and, subject to the limitations set forth in this SectionSection 8.4, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. . If the Indemnifying Party elects to assume or control the defense of any such Third-Party Claim, it shall within 30 days of receipt of the applicable notice of such Third-Party Claim notify the Indemnified Party in writing of its intent to do so; provided, that the Indemnifying Party shall not be entitled to assume or control the defense of any Third-Party Claim if (ci) the Third-Party Claim seeks an injunction or equitable relief against any Indemnified Party or (ii) if the Indemnifying Party has failed to, or is failing to, prosecute or defend diligently such Third-Party Claim (after receiving written thereof from the Indemnified Party and having a reasonable opportunity to cure). If the Indemnifying Party does not assume or control the defense of any Third-Party Claim, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third-Party Claim. If the Indemnifying Party shall assume the or control of the defense of any Third Third-Party Claim Claim, the Indemnified Party may participate, at its own expense, in accordance the defense of such Third-Party Claim; provided, however, that such Indemnified Party shall only be entitled to participate in any such defense with separate counsel at the provisions expense of this Section 6.02, (i) the Indemnifying Party if, in the reasonable opinion of outside counsel to the Indemnified Party, a conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable to protect the material interests of the Indemnified Party. The parties shall obtain reasonably cooperate with each other in connection with the defense, negotiation or settlement of any such Third-Party Claim. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to such Third-Party Claim without the prior written consent of the Indemnified Party unless (x) the judgment or settlement does not entail any admission of liability on the part of the Indemnified Party, (y) the judgment or settlement provides solely for the payment of money, which payment is indemnified by the Indemnifying Party pursuant to this Article VIII in full and (z) the Indemnified Party receives a complete and unconditional release. The Indemnified Party shall not consent to the entry of any judgment, or enter into any settlement or compromise with respect to, a Third-Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 (If the “claim notified by the Indemnified Party”) agrees to give prompt notice in writing Party to the party against whom indemnity is Indemnifying Party in accordance with Section 10.7(a) arises as a result of or in connection with a claim by or a liability to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any a third party (a “Third Party Claim”) then the following procedures shall apply: (i) The Indemnified Party shall provide the Indemnifying Party with copies of all documents and correspondence from the third party, and all other correspondence and documents relating to the Third Party Claim, as the Indemnifying Party may reasonably request, within 15 days following the receipt by the Indemnified Party of such documents and correspondence, subject to the Indemnifying Party agreeing to keep all such information and documents confidential and to use them only for the purpose of investigating and defending the Third Party Claim. (ii) Within 30 days of receiving documents and correspondence from the Indemnified Party, the Indemnifying Party shall notify the Indemnified Party: (x) whether it disputes the Indemnified Party’s right to indemnification with respect to the Third Party Claim and (y) if it does not dispute such right to indemnification, whether or not it desires to defend the Indemnified Party against such Third Party Claim. Notwithstanding the above notice periods, the Indemnified Party is allowed to take any reasonable provisional measures, subject to informing the Indemnifying Party promptly thereof. (iii) If, within the 30 days provided for in Section 10.8(a)(ii), the Indemnifying Party notifies the Indemnified Party that it does not dispute the Indemnified Party’s right of indemnification and desires to defend the Indemnified Party against such Third Party Claim, the Indemnifying Party shall have the right to assume and control the defense of the Third Party Claim by appropriate proceedings with counsel reasonably acceptable to the Indemnified Party, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall provide to the Indemnifying Party and its representatives such assistance and access as is required by Section 10.7(c). The Indemnified Party may participate in, but not control, any such defense or settlement at its sole cost and expense. In any case, the Indemnifying Party shall consult with the Indemnified Party in relation to the conduct of any proceedings arising out of the Third Party Claim, provided that all decisions in relation to such proceedings shall be made by the Indemnifying Party, always taking into account the corporate interest of the Indemnified Party. (iv) If the Indemnifying Party: (w) disputes the Indemnified Party’s right to indemnification with respect to a Third Party Claim; or (x) does not dispute such right to indemnification but prefers not to assume the defense of which indemnity such Third Party Claim; or (y) does not dispute such right to indemnification and, notwithstanding having indicated that it desires to defend the Indemnified Party against such Third Party Claim, fails to timely assume and prosecute the defense of such Third Party Claim; or (z) does not react in due time to the Indemnified Party’s notification in accordance with Section 10.8(a)(ii), then the Indemnified Party may be sought under such Section. Such notice shall set forth in reasonable detail assume and control the defense of such Third Party Claim at its own cost (without prejudice to its rights under Article IX and Article X). In that case, the Indemnifying Party may participate in, but not control, any such defense or settlement at its sole cost and expense, and the basis for indemnification (taking Indemnified Party shall consult with the Indemnifying Party in relation to the conduct of any proceedings arising out of the Third Party Claim, and ensure that the Indemnifying Party’s interests shall be taken into account the information then available to in so far as such interests are reasonable and made in the Indemnified Party)’s corporate interest, provided that all decisions in relation to such proceedings shall be made by the Indemnified Party. The failure to so notify Notwithstanding the Indemnifying foregoing, in the event that the Indemnified Party shall not relieve in good faith determine that the Indemnifying Party conduct of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim andsubject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party’s Tax position or (in the case of an Indemnified Party that is a Buyer Indemnitee) the ability of the Buyer or an Acquired Company to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or Litigation relating to any such Third Party Claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. (v) The party responsible for the defense of any Third Party Claim shall, to the extent reasonably requested by the other party, inform the other party of the status of such Third Party Claim, including, without limitation, all proposed settlement negotiations and whether or not such party is willing to accept a proposed settlement offer. Neither party shall enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability with respect to such Third Party Claim. If the Indemnified Party does not consent to any settlement offer, the Indemnified Party may continue to contest or defend the Third Party Claim; in such a case, the maximum liability of the Indemnifying Party with respect to such Third Party Claim shall not exceed the full amount of the highest settlement offer (without prejudice to the limitations set forth in Article X). If the Indemnifying Party does not consent to any settlement offer, the Indemnifying Party may continue to contest or defend the Third Party Claim; in such a case, the Indemnifying Party shall be liable for the full amount of the Losses sustained by the Indemnified Party as a result of the Third Party Claim, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense.Article X. (cb) If To the Indemnifying Party shall assume the control of the defense extent of any Third Party Claim in accordance with the provisions of inconsistency between this Section 6.0210.8 and Article IX, (i) the Indemnifying Party Article IX shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations control with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified PartyTax Matters. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 under‎ ‎Section 11.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (including any Tax audit or administrative or judicial proceeding relating to Taxes) (“Third Third-Party Claim”) in respect of which indemnity may be sought under such Sectionunder‎ ‎Section 11.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (ba) The Indemnifying Party shall be entitled to participate in the defense of any Third Third-Party Claim and, subject to the limitations set forth in this Section‎Section 11.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) . If the Indemnifying Party shall desires to assume the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 6.02‎Section 11.03, the Indemnifying Party shall give written notice to the Indemnified Party within 15 days after the Indemnified Party has given written notice to the Indemnifying Party of the Third-Party Claim. If such notice is timely given, the Indemnifying Party shall be entitled to control and appoint lead counsel for such defense so long as (i) the Third-Party Claim involves only a claim for monetary damages and not any claim for an order, injunction or other equitable relief or relief for other than monetary damages against any Indemnified Party, (i) the Indemnifying Party timely provides the Indemnified Party with (x) evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have adequate financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder and (y) a statement that, based on the facts set forth in the notice required by ‎Section 11.03(a), the Indemnifying Party would have an indemnity obligation for the Damages resulting from such Third-Party Claim and (i) the Indemnifying Party is vigorously prosecuting or defending the Third-Party Claim. (b) If the Indemnifying Party is controlling the defense of a Third-Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement, compromise or discharge of such Third-Party Claim; provided that 66 the Indemnified Party’s consent shall not be unreasonably withheld, conditioned or delayed if the settlement, compromise or discharge, by its express terms, (i) obligates the Indemnifying Party to pay the full amount of the Damages in connection with such Third-Party Claim and the Indemnifying Party has the financial ability to pay the full amount of such Damages, (i) is for money damages only, and does not impose injunctive or equitable relief or require an admission or finding of liability or wrongdoing and (i) contains a full and unconditional release of all Indemnified Parties potentially affected by the Third-Party Claim. (c) If the Indemnifying Party does not timely deliver the notice contemplated by ‎Section 11.03(a), or if such notice is given on a timely basis but any of the other conditions in this ‎Section 11.03 are unsatisfied, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third-Party Claim. Notwithstanding anything in this ‎Section 11.03 to the contrary, whether or not the Indemnifying Party controls 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 (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release ); provided that the Indemnified Party and its Affiliates from all liabilities and obligations may admit liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent so long as the Indemnified Party releases, to the reasonable satisfaction of the Indemnifying Party, any claims to indemnification with respect to such Third Third-Party Claim or pursuant to this ‎Article 11. (d) In circumstances where the settlement imposes injunctive or other equitable relief against Indemnifying Party is controlling the Indemnified defense of a Third-Party or any of its Affiliates and (ii) Claim, the Indemnified Party shall be entitled to participate in the defense of any Third Third-Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel incurred by the Indemnified Party after such time as the Indemnifying Party assumed control pursuant to ‎‎Section 11.03(b) shall be paid borne by the Indemnified Party; provided that, notwithstanding the foregoing, the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third-Party Claim or during any period in which the Indemnifying party ceases to be eligible to maintain control of the defense of the Third-Party Claim, in either case as provided in this ‎Section 11.03 or (i) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest (including if any counsel chosen by the Indemnifying Party requests a conflict wavier or other waiver from the Indemnified Party with respect to such matter) or there may be one or more defenses or claims available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party and that could be adverse to the Indemnifying Party. (de) Each party hereto of the Indemnifying Party and the Indemnified Party shall cooperate, and cause their its respective Affiliates to cooperate, in the defense or prosecution of any Third Third-Party Claim and shall promptly furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. In the case of any Litigation asserted by a third party (a "Third Party Claim") against a party entitled to indemnification under this Agreement (an "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) The party seeking indemnification under Section 6.01 (counsel for the “Indemnified Party”) agrees to give prompt notice in writing to Indemnifying Party who shall conduct the party against whom indemnity is to be sought (the “Indemnifying Party”) defense of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available shall be reasonably satisfactory to the Indemnified Party). The , and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (b) the failure of any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, indemnification obligation under this Agreement except to the extent that such failure shall have materially and adversely prejudiced results in a lack of actual notice to the Indemnifying Party. (b) The Party and such Indemnifying Party is materially prejudiced as a result of such failure to give notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to participate assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving, by each claimant or plaintiff to such Indemnified Party, of an irrevocable release from all liability with respect to such Third Party Claim. If the Indemnified Party in good faith determines that the conduct of the defense or any proposed settlement of any Third Party Claim would reasonably be expected to affect adversely the Indemnified Party's (or its direct or indirect owners') Tax liability or the ability of the Indemnified Party to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim, the Indemnified Party shall have the right at all times to take over and control the defense, settlement, negotiation or Litigation relating to any such Third Party Claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and control, the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any event, Seller and Buyer shall cooperate in the defense of any Third Party Claim and, subject to this Article IX and the limitations set forth in this Section, records of each shall be entitled reasonably available to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations other with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partydefense. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. Other than with respect to any GSA Disputes (a) The party seeking indemnification under Section 6.01 (with respect to which the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall procedures are set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available Section 6.12), subject to the Indemnified Party). The failure to so notify provisions set forth below, the Indemnifying Party shall not relieve have the Indemnifying Party of right, at its obligations hereunderown expense, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim andClaim, subject and if said right is exercised, the parties shall cooperate in the investigation and defense of said Third Party Claim. The following provisions shall apply to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense.any Third Party Claim: (ca) If The Indemnified Party will give the Indemnifying Party shall assume the control of the defense written notice of any Third Party Claim within thirty (30) days of becoming aware of any such Third Party Claim; provided, however, that a delay in accordance with giving such notice shall relieve the Indemnifying Party only to the extent the Indemnifying Party suffers irreparable prejudice from or as a result of such a delay. The Indemnifying Party will undertake the defense thereof by representatives chosen by it, unless the Indemnifying Party disputes the propriety of such Third Party Claim for indemnification against it under the provisions of this Article V and delivers a written notice (“Dispute Notice”) of such dispute and election not to indemnify within twenty (20) days of receipt of notice of such Third Party Claim (in which case, the provisions of Section 6.025.10 shall govern the resolution of such disputed claim). If the Indemnifying Party does not properly deliver a Dispute Notice, (i) the Indemnifying Party shall obtain conclusively be deemed to have agreed to be fully responsible for all Buyer Indemnified Losses or Seller Indemnified Losses, as the prior written consent of case may be, relating to such Third Party Claim. If the Indemnified Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement undertakes the defense of such Third Party Claim, if the settlement does not release Indemnifying Party shall use its commercially reasonable efforts to defend any such Third Party Claim actively and in good faith to its conclusion, and the Indemnified Party shall not settle or agree to an adjudication of such Third Party Claim. The Indemnified Party shall make fully available to the Indemnifying Party and its Affiliates representatives on a timely basis all records and other materials required or requested by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Third Party Claim, and shall in all other respects give full and prompt cooperation and assistance in such defense. (b) If the Indemnifying Party timely delivers a Dispute Notice to the Indemnified Party, then the Indemnified Party shall undertake the defense of the Third Party Claim, subject to its rights against the Indemnifying Party under this Article V. In such event, the Indemnified Party shall have the right to control the defense of the Third Party Claim, including the right to settle or compromise any such Third Party Claim without the consent of the Indemnifying Party. (c) Notwithstanding a party’s responsibility for the defense of a Third Party Claim, the other party shall have the right to participate, at its own expense and with its own counsel, in the defense of a Third Party Claim, and to the extent reasonably requested by the other party, the party having responsibility for defense of the Third Party Claim (“Defending Party”) shall consult with the other party from time to time on all liabilities material matters relating to the defense of such Third Party Claim. The Defending Party shall promptly provide the other party with copies of all pleadings and obligations with respect material correspondence relating to such Third Party Claim. (d) Notwithstanding the foregoing, the Indemnifying Party shall not (i) be entitled to control the defense of a Third Party Claim if (A) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (B) the settlement imposes injunctive Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party or any of its Affiliates Party, and (ii) be entitled to settle any Third Party Claim if such settlement imposes any restriction or Liability on the Indemnified Party other than the payment of money, for which the Indemnifying Party will be responsible and will pay in full on the date of settlement, and for which the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partyhave no Liability. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 this Article 10 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Sectionhereunder. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.0210.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other similar equitable relief against the Indemnified Party or any of its Affiliates Affiliates, (ii) the Indemnified Party shall not enter into any settlement of such Third Party Claim without the prior written consent of the Indemnifying Party and (iiiii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The ; provided that the fees and expenses of such separate counsel shall be paid by the Indemnified Party, except that the Indemnifying Party shall pay such fees and expenses to the extent both the Indemnifying Party and the Indemnified Party are named parties and representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest (in which case the Indemnifying Party shall pay for only one separate counsel for all Indemnified Parties). (d) Each In connection with the defense or prosecution of any Third Party Claim, each party hereto shall (i) cooperate, and cause their its respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall such claim, (ii) furnish or cause to be furnished such documents, records, information and testimony, grant or cause to be granted access to all reasonably requested witnesses, and attend such conferences, discovery proceedings, hearings, trials or appeals, in each case as may be reasonably requested in connection therewith, (iii) take all reasonable steps to make available to the other party, upon written request, its former and current employees, other personnel and agents (whether as witnesses or otherwise) to the extent that such persons may reasonably be required in connection therewith. Neither Seller nor Buyer will (and each of Seller and Buyer shall cause its respective Affiliates not to) destroy or dispose of any documents, records or information related to the defense or prosecution of any Third Party Claim without first using its reasonable best efforts to notify the other party of the proposed destruction or disposition and giving the other party the opportunity to take possession of or copy such documents, records or information prior to such destruction or disposition. (e) Notwithstanding anything herein to the contrary, this Section 10.03 shall not apply to any Tax Contest governed by Article 12.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 11.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided, however, that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Claim constitute Damages for which the Indemnified Party shall be indemnified pursuant to Section 11.02, subject to the limitations otherwise set forth therein, and (B) 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. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its affiliates, (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its affiliates, (iv) the Indemnifying Party has failed or is failing to reasonably prosecute or defend the Third Party Claim, or (v) in the case of a Third Party Claim relating to Taxes, the Third Party Claim also relates to a taxable period or portion thereof beginning after the Closing Date. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.0211.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement ); provided no prior consent shall be required from the Indemnified Party in respect of settlement, compromise or discharge of such Third Party Claim, Claim if the settlement does not release settlement, compromise or discharge expressly and unconditionally releases the Indemnified Party and its Affiliates affiliates from all liabilities and obligations with respect to such Third Party Claim or and the settlement imposes does not impose injunctive or other equitable relief against the Indemnified Party or any of its Affiliates affiliates and, in the case of Tax matters, would not adversely affect the Company, the Business or the Purchased Assets after the Closing. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (b) and (iic) above, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if the Indemnified Party reasonably concludes that representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (df) If the Indemnifying Party does not assume the control of the defense of a Third Party Claim in accordance with the provisions of this Section 11.03, the Indemnified Party shall obtain the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim of any matter for which indemnification is required. (g) Each party hereto shall fully cooperate, and cause their respective Affiliates affiliates to fully cooperate, in the defense defense, prosecution or prosecution settlement, as applicable, of any Third Party Claim and any Action that relates to an Excluded Liability, which cooperation shall furnish include furnishing or cause causing to be furnished such records, information and testimony, and attend attending such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith, and, in connection with the settlement of any False Advertising Claim that relates to an Excluded Liability, removing or modifying any marketing materials, marketing activities or packaging of a product sold by the Business as reasonably required in connection with such settlement. (h) Notwithstanding anything to the contrary set forth in this ARTICLE 11, Seller shall have exclusive authority and control over the investigation, prosecution, defense and appeal of any matters that solely relate to Excluded Liabilities.

Third Party Claim Procedures. (a) The party Any Person seeking indemnification under Section 6.01 this Article 12 (the “Indemnified Party”) agrees to shall give prompt written notice in writing (a “Claim Notice”) to the party against Person from whom indemnity indemnification is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party that is the subject of indemnification under Section 12.02 (a “Third Party Claim”); provided, that the failure of the Indemnified Party to give notice as provided in this Section 12.03(a) in respect shall not relieve any Indemnifying Party of which indemnity may be sought its obligations under Section 12.02, except to the extent that such Sectionfailure materially and adversely prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail such Third Party Claim claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure Thereafter, the Indemnified Party shall deliver to so notify the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and material documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party shall not relieve the Indemnifying with such other information with respect to any such Third Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced Claim reasonably requested by the Indemnifying Party. (b) . The Indemnifying Party shall have the right, at its sole option and expense, to be entitled to participate in the defense represented by counsel of any Third Party Claim its choice and, subject to the limitations set forth in this SectionSection 12.03, shall be entitled to assume control of, and appoint lead defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third Party Claim by providing written notice to the Indemnified Party thereof within twenty (20) days after receipt of a Claim Notice in respect of such Third Party Claim, but the Indemnified Party may nonetheless participate in the defense of such Third Party Claim with its own counsel for such defense, in each case and at its own expense. expense except as set forth below. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim pursuant to this Article 12, then the Indemnified Party may defend against, negotiate, settle (csubject to clause (b)) or otherwise deal with such Third Party Claim. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of pursuant to this Section 6.02Article 12, (i) the Indemnifying Party shall obtain the prior written consent of then the Indemnified Party (which shall not be unreasonably withheldmay participate, conditioned at his or delayed) before entering into any settlement its own expense, in the defense of such Third Party Claim; provided, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to that such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in any such defense with separate counsel at the defense expense of the Indemnifying Party if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel (and one additional firm of legal counsel in each jurisdiction implicated in such legal proceedings), as needed, for all Indemnified Parties in connection with any Third Party Claim. Notwithstanding anything to the contrary herein, if a Third Party Claim (A) seeks as its primary remedy non-monetary relief which, if granted, could adversely affect the Indemnified Party or its Affiliates and that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be readily separated from any related claim for money damages, (B) involves a criminal or quasi-criminal proceeding, or (C) asserts Damages in excess of the applicable liability cap set forth herein (after taking into account all prior and pending indemnifiable Damages), then, in each case, the Indemnified Party shall, in the first instance, have the right to defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third Party Claim and, only in the event the Indemnified Party declines to do so, shall the Indemnifying Party have the right to do so as set forth above. (b) Notwithstanding anything in this Section 12.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party (such consent not to be unreasonably withheld), settle or compromise any Third Party Claim and or permit a default or consent to employ separate counsel entry of its choice any judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such purpose. The fees and expenses settlement if (A) the Indemnified Party is handling the defense of such separate counsel Third Party Claim in accordance with clause (a) above or (B) (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not permit any Order or other equitable relief to be entered, directly or indirectly, against the Indemnified Party and (iii) such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. If the Indemnifying Party makes any payment on any Third Party Claim, then the Indemnifying Party shall be paid subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits of the Indemnified Party with respect to such Third Party Claim. (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this Article 12), or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnified PartyIndemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party hereto shall reasonably cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party Party seeking indemnification under Section 6.01 7.01 or 7.02 (the “Indemnified Party”) agrees to shall give prompt notice in writing to the party Party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any action, suit, action proceeding or proceeding other claim by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligation for the Losses resulting from such Third Party Claim as provided under this Article 7. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 7.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 7.03(a); (ii) the Third Party Claim relates to or arises in connection with any criminal action, proceeding or claim; (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates; or (iv) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.027.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if . (e) In circumstances where the settlement does not release Indemnifying Party is controlling the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such defense of a Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates in accordance with paragraphs (b) and (iic) above, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (df) Each party hereto Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 (the “Indemnified Party”) Party agrees to give prompt written notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may reasonably be expected to be sought under such Sectionthis Article 8. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification and, to the extent permitted by Applicable Law, include copies of any related notices given by any Governmental Authority (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Damages that has been or may be sustained by the Indemnified Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 8. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 8.03(b) within 30 days of receipt of notice of the Third Party Claim pursuant to Section 8.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) to the extent, and only to the extent, that the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (iv) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim in good faith (in which case the Indemnifying Party shall be entitled to subsequently assume or maintain control of the defense of such Third Party Claim to the extent the Indemnified Party fails to prosecute or defend such Third Party Claim in good faith). The Indemnified Party agrees, without the prior written consent of Seller, not to settle or admit liability or culpability in connection with (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.028.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party ClaimClaim (which consent shall not be unreasonably withheld, if delayed or conditioned). (e) In circumstances where the settlement does not release Indemnifying Party is controlling the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such defense of a Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates in accordance with paragraphs (b) and (iic) above, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ one separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that in such event, the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (df) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. Section 8.04.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 (Indemnifying Party will have the “Indemnified Party”) agrees right to give prompt notice in writing to defend the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available with counsel of its choice reasonably satisfactory to the Indemnified Party). The failure to , exercising commercially reasonable discretion, so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, long as (i) the Indemnifying Party acknowledges in writing to the Indemnified Party and without qualification (or reservation of rights) its indemnification obligations as provided in this ARTICLE VIII, and (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief. The Indemnifying Party shall obtain lose its right to defend and settle the Third Party Claim if it shall fail to diligently contest, defend, litigate and settle the Third Party Claim as provided herein. So long as the Indemnifying Party has not lost its right to contest, defend, litigate and settle and/or obligation to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the right, upon receiving the prior written consent approval of the Indemnified Party (which shall not be unreasonably withheldwithheld unless such settlement does not fulfill the conditions set forth in the following sentence and which shall be deemed automatically given if a response has not been received within the 30-day period following receipt of the proposed settlement by the Indemnified Party), conditioned to settle any such matter, either before or delayedafter the initiation of litigation, at such time and upon such terms as it deems fair and reasonable. Notwithstanding anything to the contrary herein contained, in connection with any settlement negotiated by an Indemnifying Party, no Indemnified Party or Indemnifying Party (as the case may be) before entering that is not controlling the defense and/or settlement of the Third Party Claim (the "Non-Control Party") shall be required by an Indemnifying Party or Indemnified Party controlling the litigation to (and no such party shall) (x) enter into any settlement that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Non-Control Party of a release from all liability in respect of such claim or litigation, (y) enter into any settlement that attributes by its terms liability to the Non-Control Party or which may otherwise have an adverse effect on the Indemnified Party's business, or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. All expenses (including attorneys' fees) incurred by the Indemnified Party in connection with the foregoing shall be paid by the Indemnifying Party. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this ARTICLE VIII shall relieve it of such obligations to the extent they exist. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and the Indemnifying Party fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to this ARTICLE VIII, or if, in accordance with the foregoing, the Indemnifying Party does not have the right or shall lose its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least 20 days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. If, pursuant to this Section 8.04(b), the Indemnified Party so contests, defends, litigates or settles a Third Party Claim, for which it is entitled to indemnification hereunder as provided herein, the Indemnified Party shall be reimbursed by the Indemnifying Party for the Damages that constitute reasonable attorneys' fees and other expenses of defending, contesting, litigating and/or settling the Third Party Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys' fees and other expenses. The Indemnified Party or the Indemnifying Party, as the case may be, shall furnish such information in reasonable detail as it may have with respect to a Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) to the other party if such other party is assuming defense of such claim, and make available all records and other similar materials which are reasonably required in the defense of such Third Party Claim and shall otherwise cooperate with and assist the defending party in the defense of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) In the event that any claim or demand for which an Indemnifying Person may have Liability to any Indemnified Person hereunder is asserted against or sought to be collected from any Indemnified Person by a third party (a “Third-Party Claim”), such Indemnified Person shall promptly notify the Indemnifying Person in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then reasonably ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder and, to the extent practicable, any other then-known material details pertaining thereto (a “Claim Notice”); provided, however, that the failure to so give a Claim Notice in accordance with this Section 12.04(a) shall not affect the rights of an Indemnified Person hereunder except, and only to the extent that, any such failure has an adverse and prejudicial effect on the rights available to the Indemnifying Person with respect to such Third-Party Claim. The party seeking indemnification under Section 6.01 Indemnifying Person shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by Law or a Governmental Authority in an Action) after receipt of the Claim Notice (the “Indemnified PartyNotice Period”) agrees to give prompt notice in writing notify the Indemnified Person that it desires to defend the party Indemnified Person against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third such Third-Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The In the event that the Indemnifying Person notifies the Indemnified Person within the Notice Period that it desires to defend the Indemnified Person against a Third-Party Claim, subject to Section 12.04(c), the Indemnifying Person shall be entitled have the right to defend the Indemnified Person by appropriate proceedings and shall have the sole power to direct and control such defense at its sole expense and with counsel reasonably acceptable to the Indemnified Person. Once the Indemnifying Person has duly assumed the defense of a Third-Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Person shall participate in any such defense at its expense, unless the defense Indemnifying Person and the Indemnified Person are both named parties to the proceedings and counsel for the Indemnified Person shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual differing interests between them, and in that case, the Indemnifying Person shall be liable for the reasonable fees and expenses of one separate counsel (in addition to any Third necessary local counsel) to the extent such Third-Party Claim and, is subject to the limitations set forth in indemnification or reimbursement under this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expenseARTICLE XII. (c) If Notwithstanding Section 12.04(b), if a Third-Party Claim (1) seeks relief that if granted would result in the imposition of an Order that would restrict the future activity or conduct of the Indemnified Person or any of its Affiliates, (2) alleges, or seeks a finding or admission of, a violation of Law by the Indemnified Person or any of its Affiliates, (3) seeks or would result in a finding or admission that would have a material adverse effect on other claims made against the Indemnified Person or any of its Affiliates, (4) seeks or would result in any monetary Liability of the Indemnified Person that is in excess (by more than twenty percent (20%)) of the remaining Escrow Amount, (5) is brought by, or on behalf of, a Governmental Authority having jurisdiction over the Indemnified Person or its Affiliates, (6) involves criminal allegations against an Indemnified Person or any of its respective Affiliates, directors, officers or employees or (7) would materially and adversely affect the ongoing business (including any dispute with any material customer or employee) of the Company, the Surviving Company or any of their respective Subsidiaries (any such claim, an “Indemnified Person Defense Matter”), then, in each case of clauses (1)–(7), the Indemnified Person alone shall be entitled to contest, defend, compromise and settle such Third-Party Claim (but, with respect to any such compromise or settlement, subject to obtaining the consent of the Indemnifying Person). The Indemnifying Person shall not settle, compromise or offer to settle or compromise any Third-Party shall assume the control of the defense Claim or permit a default or consent to entry of any Third judgment or other Order resolving such Third-Party Claim in accordance with the provisions of this Section 6.02whole or in part (each, (ia “Settlement”) the Indemnifying Party shall obtain without the prior written consent of the Indemnified Party (Person, which consent shall not be unreasonably withheld, conditioned or delayed; provided that such consent may be withheld in the sole discretion of the Indemnified Person if such Settlement (1) before entering into any settlement is or relates to an Indemnified Person Defense Matter, (2) does not include from the claimant and such Indemnifying Person an unqualified release of the Indemnified Persons from all Liability in respect of such Third Third-Party Claim, if the settlement (3) does not release provide solely for the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any payment of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel money which shall be paid solely by the Indemnifying Person and imposes no other Liabilities or obligations of any kind upon the Indemnified PartyPerson or (4) includes any admission of any Liability or wrongdoing (including any violation of Law or Order) by any Indemnified Person. The Indemnified Person shall have a reasonable period to review and comment upon drafts of any documentation relating to any Settlement that the Indemnifying Person proposes to enter into, and the Indemnifying Person shall consider such comments in good faith. (d) Each party hereto If the Indemnifying Person (1) elects not to defend the Indemnified Person against a Third-Party Claim, whether by not giving the Indemnified Person timely notice of its desire to so defend or otherwise or (2) is not entitled to defend the Third-Party Claim as provided in Section 12.04(a) or Section 12.04(c), then, in each case, the Indemnified Person shall cooperatehave the right, but not the obligation, to assume the defense and resolution of such Third-Party Claim, and cause their respective Affiliates shall reasonably consult with the Indemnifying Person regarding the strategy for defense of such claim if so assumed, it being understood that the Indemnified Person’s right to cooperateindemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such Third-Party Claim. The Indemnifying Person shall have no Liability with respect to a Settlement entered into without its consent, which consent shall not be unreasonably withheld, conditioned or delayed. (e) The Indemnified Person and the Indemnifying Person shall cooperate in order to allow for the proper and adequate defense of a Third-Party Claim, including by providing access to each other’s relevant business records and other documents and employees, it being understood that the reasonable out-of-pocket fees, costs and expenses incurred by the Indemnified Person relating thereto shall be considered Losses. The Indemnified Person and the Indemnifying Person shall keep each other reasonably informed with respect to the status of such Third-Party Claim. (f) The Indemnified Person and the Indemnifying Person shall use reasonable best efforts to avoid production of Confidential Information (as defined in the defense or prosecution of Confidentiality Agreement), consistent with applicable Law, and to cause access to all relevant business records and other documents and all communications among employees, counsel and others representing any Third party to a Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials made so as to preserve any applicable attorney-client or appeals, as may be reasonably requested in connection therewithwork-product privileges.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 ‎Section 10.02 (the “Indemnified Party”) agrees to shall give prompt notice in writing (such notice, a “Claim Notice”) to the party against whom indemnity indemnification is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (each, a “Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and ‎Section 10.02; provided that, the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure or delay shall have materially prejudiced the Indemnifying Party. Such Claim Notice shall set forth in reasonable detail (i) the facts and adversely prejudiced circumstances of such Third Party Claim, (ii) the basis for indemnification in respect thereof, and (iii) to the extent known and quantifiable or estimable, the amount of Damages incurred or that such Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such Third Party Claim (taking into account the information then available to the Indemnified Party). Thereafter, in furtherance, and not in limitation of, the applicable parties’ obligations under Section 10.03(e), the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all material written notices and documents (including copies of any summons, complaint, pleading or other court papers which may have been served on such party) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information, records and documentation with respect to any such Third Party Claim reasonably requested by the Indemnifying Party. (bi) The Indemnifying Party shall be entitled to be represented by counsel of its choice and to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section‎Section 10.03, upon receipt of any Claim Notice in connection with a Third Party Claim, the applicable Indemnifying Party shall be entitled have 45 days following receipt of such Claim Notice, to assume the conduct and control and of, appoint lead counsel for (which counsel will be reasonably acceptable to the applicable Indemnified Party), and defend against, negotiate, settle or otherwise resolve such defenseThird Party Claim, in each case at its the Indemnifying Party’s own expense. (cii) If the Indemnifying Party shall assume the control of the defense or settlement of any Third Party Claim in accordance with the provisions of this Section 6.02‎Section 10.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the applicable Indemnified Party shall be entitled to participate in the defense or settlement of any Third Party Claim and to employ separate counsel of its choice for such purpose. The , in each case at the expense of the Indemnified Party; provided, that, notwithstanding the foregoing, the Indemnifying Party shall be liable for the reasonable fees and expenses of such the separate counsel shall be paid employed by the Indemnified Party if and only to the extent that representation of the Indemnifying Party and the Indemnified Party by the lead counsel appointed by the applicable Indemnifying Party would, in the reasonable judgement of such counsel, constitute a conflict of interest under applicable standards of professional conduct. (iii) Notwithstanding anything in this Section 10.03(b) to the contrary, the Indemnifying Party will not be entitled to assume the conduct or control of such settlement or defense of a Third Party Claim without the Indemnified Party’s prior written consent if (A) the Third Party Claim seeks to impose (x) criminal penalties, or (y) non-monetary liabilities, obligations or restrictions, in any material respect, in each case, upon the Indemnified Party or its Affiliates or the post-Closing conduct of the Business or Retained Business (as applicable), or (B) if the Indemnifying Party fails to promptly and reasonably prosecute such defense in respect of such Third Party Claim in a manner that has or would reasonably be expected to materially prejudice the defense of such Third Party Claim after the Indemnified Party has given the Indemnifying Party prior written notice and a reasonable opportunity to cure such failure. (c) Notwithstanding anything in this ‎Section 10.03 to the contrary, but subject to the second sentence of this Section 10.03(c), neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment in respect of a Third Party Claim (which consent shall not be unreasonably withheld, conditioned, or delayed). Notwithstanding the foregoing, written consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not impose (or otherwise result in the imposition of) or permit any Order or any other injunctive or equitable relief to be imposed upon or entered, directly or indirectly, against the Indemnified Party (or any of its respective Affiliates), (iii) such settlement includes a complete and unconditional release of all applicable named Indemnified Parties from all liability with respect to claims that are the subject matter of such Third Party Claim and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Party, and (iv) there is no finding or admission of any violation of Applicable Law. (d) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this ‎Article 10), or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. (e) Each party hereto shall reasonably cooperate, and cause their its respective Affiliates to reasonably cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information records and testimony, and attend such conferences, discovery proceedings, hearings, trials or appealsinformation, as may be reasonably requested in connection therewith; provided, that neither party shall be required to provide any materials or information that would violate Appliable Law or violate or result in a waiver of any attorney-client privilege, or that would contravene any confidentiality undertaking in effect between such party and a third party; provided, further, that each party shall, and shall cause its Representatives and Affiliates to use reasonable best efforts to, identify and pursue a permissible method of providing to the other party and its authorized Representatives the relevant information or documentation, or access to any portion thereof, in each case, in a manner that would not reasonably be expected to result in violation of Applicable Law, waiver of any attorney-client privilege or contravention of such confidentiality undertaking.

Third Party Claim Procedures. (a) The party seeking indemnification under Section 6.01 12.02 (the “"Indemnified Party”") agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “"Indemnifying Party”") of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“"Third Party Claim”") in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and Claim, the basis for indemnification (taking into account the information then available to the Indemnified Party)) and, to the extent then known, the amount of such claim. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim pursuant to the terms and limitations set forth in this Article 12 and if such Third Party Claim were successful, the Cap (if applicable) would not limit indemnification for the Damages resulting therefrom to 50% or less of such claimed Damages. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 12.03(b) within 30 days of receipt of notice of the Third Party Claim pursuant to Section 12.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (iv) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.0212.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly and unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (b) and (iic) above, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (df) Each party hereto shall reasonably cooperate, and cause their respective Affiliates to reasonably cooperate, in the defense or prosecution of any Third Party Claim. The Indemnified Party shall not be entitled to settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (g) For all purposes under this Section 12.03, Sellers' Representative shall act on behalf of any Indemnifying Party that is a Seller or its respective successors and assigns and Buyer shall furnish or cause be entitled to be furnished provide notices to Sellers' Representative in lieu of such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithIndemnifying Party.

Third Party Claim Procedures. (a) The party Party seeking indemnification under Section 6.01 9.2 (the “Indemnified Party”) agrees to give prompt notice in writing to the party Party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party Third Party (“Third Third-Party Claim”) in respect of which indemnity may be sought under such SectionSection 9.2. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party)) and, to the extent practicable, an estimate of Losses. The So long as the notice thereof is given within the applicable survival period set forth in Section 9.1, the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations or liability hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim. (b) The Indemnifying Party shall be entitled to participate reasonable participation in the defense of any Third Third-Party Claim and, subject at its own cost. If the Indemnifying Party acknowledges in writing its obligation to indemnify the limitations Indemnified Party against the Losses set forth in this Sectionthe Indemnified Party’s indemnification notice, the Indemnifying Party shall be entitled to control and appoint lead assume the defense thereof with counsel for such defenseselected by the Indemnifying Party reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall continue to be entitled to assert any limitation of any claims contained in each case at its own expensethis Article 9. (c) If the Indemnifying Party elects to assume the defense of any such Third-Party Claim pursuant to Section 9.3(b), it shall, within thirty (30) days after receiving the Indemnified Party’s indemnification notice, notify the Indemnified Party in writing of its intent to do so and the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, except as otherwise provided below. The Indemnifying Party shall have the right to assume control of such defense of the Third-Party Claim only for so long as it conducts such defense with diligence. The Indemnifying Party shall keep the Indemnified Parties advised of the status of such Third-Party Claim and the defense thereof on a reasonably current basis and shall consider in good faith the recommendations made by the Indemnified Parties with respect thereto. If the Indemnifying Party assumes the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 6.029.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third such Third-Party Claim and to employ employ, at its expense, separate counsel of its choice for such purpose. The fees , it being understood, however, that the Indemnifying Party shall continue to control such defense; provided that, notwithstanding the foregoing, the Indemnifying Party shall pay the reasonable costs and expenses of such separate counsel shall be paid by defense (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (i) the Indemnified Party’s outside counsel shall have reasonably concluded and advised in writing (with a copy to the Indemnifying Party) that there are defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party or (ii) the Indemnified Party’s outside counsel shall have advised in writing (with a copy to the Indemnifying Party) that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party shall not be permitted to settle, compromise, take any corrective or remedial action or enter into an agreed judgment or consent decree, in each case, that subjects the Indemnified Party to any criminal liability, requires an admission of guilt or wrongdoing on the part of the Indemnified Party or imposes any continuing obligation on or requires any payment from the Indemnified Party without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. (d) Each party hereto Party shall reasonably cooperate, and cause their respective Affiliates to reasonably cooperate, in the defense or prosecution of any Third Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (ai) The party Purchaser shall cause the Purchaser Indemnified Party seeking indemnification under this Section 6.01 (the “Indemnified Party”) agrees 8.02 to give reasonably prompt written notice in writing to the party against whom indemnity is to be sought Equityholders’ Representative (on behalf of the “Indemnifying Party”Parties) of the assertion of any claim or the commencement of any suit, action or proceeding Litigation by any third party (a “Third Party Claim”) in respect of for which indemnity may be sought under such Section. Such this Section 8.02, which notice shall set forth in reasonable detail describe (to the extent reasonably known by the Purchaser Indemnified Party) the facts constituting the basis for such Third Party Claim and the basis for indemnification amount of the claimed Losses. The Purchaser Indemnified Parties shall also promptly furnish the Equityholders’ Representative (taking into account on behalf of the Indemnifying Parties) with such information then available as such Persons may have or receive with respect to any Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the Indemnified Partysame). The failure to so notify the Equityholders’ Representative (on behalf of the Indemnifying Party Parties) shall not relieve the Indemnifying Party Parties of its their obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the any such Indemnifying Party. (bii) The Notwithstanding anything to the contrary contained herein, following the Closing, the Equityholders’ Representative (on behalf of the Indemnifying Parties) shall have the right to control, prosecute and defend against any such Indemnified Matter on behalf of the Purchaser Indemnified Parties, including any settlement of any such Indemnified Matter, if (A) the Indemnifying Parties shall agree to bear all Losses associated with or arising from such Third Party Claim (subject to the limitations set forth in this Agreement), (B) such Third Party Claim does not involve a criminal Litigation and (C) there is no conflict of interest between the Purchaser Indemnified Parties and the Equityholders’ Representative in the conduct of the defense of such Third Party Claim. Notwithstanding the foregoing, in the case of any settlement of a Thirty Party Claim, except with the written consent of Purchaser (not to be unreasonably withheld, delayed or conditioned), the Equityholders’ Representative shall not enter into any settlement or consent to entry of any judgment unless (x) the settlement or consent payments will be entirely funded by the Indemnifying Parties, (y) none of Purchaser, any member of the Company Group or any of their respective Affiliates is required to make an admission of guilt or unlawful conduct, and (z) the settlement or consent includes a customary written release from the Person or Persons asserting such Third Party Claim to all Purchaser Indemnified Parties with respect to such Third Party Claim. If the Equityholders’ Representative (on behalf of the Indemnifying Parties) has asserted its right to control, prosecute and defend against any Third Party Claim in accordance with this Section 8.02(b), then the Purchaser Indemnified Parties shall not be entitled to assume or control the prosecution, defense or settlement of such Third Party Claim; provided that the Purchaser Indemnified Parties shall be entitled to participate in the defense of any such Third Party Claim andand to employ separate counsel of their choice for such purposes; provided, further, that the cost of such counsel shall be at the Purchaser Indemnified Parties’ sole cost and expense. Following the Closing, subject to Section 6.04, Purchaser shall, and shall cause the limitations set forth in this SectionCompany Group to, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If reasonably promptly provide the Indemnifying Party shall assume Parties reasonable access, during normal business hours and in a manner that does not unreasonably interfere with the control business of Purchaser and the Company Group, to the books, records, personnel and other information of the Company Group that the Indemnifying Parties reasonably require in relation to the defense of any Third Party Claim in accordance Claims, and Purchaser shall, and shall cause the Company Group and its and their respective representatives to, reasonably cooperate with the provisions Indemnifying Parties in connection with such defense. (iii) If the Equityholders’ Representative (on behalf of this Section 6.02, (i) the Indemnifying Party Parties) does not or is not able to control, prosecute or defend against any such Indemnified Matter on behalf the Indemnifying Parties, the Purchaser Indemnified Parties shall obtain use commercially reasonable efforts to control, prosecute and defend against such Indemnified Matter, provided, that the prior Indemnifying Parties shall not enter into any settlement or consent to entry of any judgment without the written consent of the Indemnified Party Equityholders’ Representative (on behalf of the Purchaser Indemnifying Parties), which consent shall not be unreasonably withheld, withheld conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates delayed and (iiA) the Indemnified Party Equityholders’ Representative (on behalf of the Indemnifying Parties), shall be entitled to participate in the defense of any such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses purposes; provided, that the cost of such separate counsel shall be paid by at the Indemnifying Parties’ sole cost and expense, and (B) the Indemnified Party. (dParty(ies) Each party hereto shall cooperate, controlling such Indemnified Matter will reasonably advise the Equityholders’ Representative of the status of such Indemnified Matter and cause their respective Affiliates to cooperate, in the defense thereof. Notwithstanding the forgoing, nothing herein shall prevent or prosecution prohibit Purchaser or the Company Group from taking any of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested the actions listed on Schedule 8.02(b)(iii) in connection therewithwith the Indemnified Matters.

Third Party Claim Procedures. (a) The In the event that any written claim or demand for which an indemnifying party seeking indemnification under Section 6.01 this ARTICLE VIII (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the an “Indemnifying Party”) of the assertion of may have liability to any claim Indemnified Person hereunder is asserted against or the commencement of sought to be collected from any suit, action or proceeding Indemnified Person by any a third party (a “Third Party Claim”), such Indemnified Person shall promptly, but in no event more than ten (10) Business Days following such Indemnified Person’s receipt of a Third Party Claim, notify the Indemnifying Party in writing of such Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Person hereunder only to the extent that such failure has a prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of which indemnity may be sought under such Section. Such notice shall days set forth in reasonable detail the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Person that it desires to defend the Indemnified Person against such Third Party Claim; it being understood that the Indemnifying Party shall only be permitted to assume the defense of a Third Party Claim if such Third Party Claim (i) is not a criminal or quasi-criminal action and the basis for indemnification (taking into account the information then available to ii) does not seek material injunctive or other equitable relief against the Indemnified Party)Person. The failure to so notify the Indemnifying Party shall not relieve be obligated to, nor shall the Indemnifying Party be deemed to, acknowledge or admit that it has an indemnity obligation with respect to a Third Party Claim as a condition to, or by virtue of, electing to assume the defense of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying PartyThird Party Claim. (b) In the event that the Indemnifying Party notifies the Indemnified Person within the Notice Period that it desires to defend the Indemnified Person against a Third Party Claim in accordance with Section 8.4(a), the Indemnifying Party shall have the right to defend the Indemnified Person by appropriate proceedings and shall have the sole power to direct and control such defense at its expense. Once the Indemnifying Party has duly assumed the defense of a Third Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnifying Party shall be entitled consider in good faith all reasonable comments related to the conduct and defense such Third Party Claim as provided by the Indemnified Person. The Indemnified Person shall participate in any such defense at its expense unless (i) the Indemnifying Party and the Indemnified Person are both named parties to the proceedings and the Indemnified Person shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) the Indemnified Person assumes the defense of any a Third Party Claim andafter the Indemnifying Party has failed to diligently pursue a Third Party Claim it has assumed, as provided in the first sentence of Section 8.4(c). The Indemnifying Party shall not, without the prior written consent of the Indemnified Person, settle, compromise or offer to settle or compromise any portion of a Third Party Claim unless the terms of such settlement (A) do not restrict the future activity or conduct of the Indemnified Person or any of its Affiliates, (B) do not include or require a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Person or any of its Affiliates, (C) do not include or require a finding or admission that would have an adverse effect on other claims made or threatened against the Indemnified Person or any of its Affiliates, (D) do not result in any monetary liability of the Indemnified Person that will not be promptly paid or reimbursed by the Indemnifying Party and (E) provide for a complete and unconditional release of the claims that are the subject to of such Third Party Claim in favor of the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expenseIndemnified Person with prejudice. (c) If the Indemnifying Party shall assume (i) elects not to defend the control Indemnified Person against a Third Party Claim, whether by not giving the Indemnified Person timely notice of its desire to so defend or otherwise or (ii) after assuming the defense of any a Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim in accordance with within ten (10) Business Days after receiving written notice from the provisions of this Section 6.02, (i) Indemnified Person to the effect that the Indemnifying Party has so failed, the Indemnified Person shall obtain have the right but not the obligation to assume its own defense; it being understood that the Indemnified Person’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. The Indemnified Person shall not settle a Third Party Claim without the prior written consent of the Indemnified Party (Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto The Indemnified Person and the Indemnifying Party shall cooperatecooperate in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to each other’s relevant business records and other documents, and employees; it being understood that the reasonable out-of-pocket costs and expenses of the Indemnified Person relating thereto shall be Losses. (e) The Indemnified Person and the Indemnifying Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause their respective Affiliates all communications among employees, counsel and others representing any party to cooperate, in the defense or prosecution of any a Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials made so as to preserve any applicable attorney-client or appeals, as may be reasonably requested in connection therewithwork-product privileges.