Common use of Third Party Claims Clause in Contracts

Third Party Claims. If a claim by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreement.

Third Party Claims. If a claim The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party is made against an Indemnified Partywhich might give rise to a claim for indemnification, which notice shall state the nature and if such Indemnified Party intends basis of the assertion and the amount thereof, to seek indemnity with respect thereto under this Section 10the extent known, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure no delay on the part of such Indemnified Party to give such the indemnified party in giving notice shall not result in a waiver relieve the indemnifying party of its indemnity rights except any obligation to indemnify unless (and then solely to the extent that that) the indemnifying party is prejudiced by such failure prejudices delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the Indemnifying Party's ability indemnifying party may have an obligation to respond to or defend indemnify, the claim. The Indemnifying Party Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have thirty assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (30i) days after receipt if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of such notice the indemnified party, establish a custom or precedent which will be materially adverse to undertake, through counsel the best interests of its own choosing continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the settlement or defense indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the Indemnified Party indemnifying party relating to such Legal Action and (iv) the parties shall cooperate with it render to each other such assistance as may be reasonably required in connection therewith; providedorder to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party indemnifying party shall not pay or settle make any settlement of any claim without the written consent of the Indemnifying Partyindemnified party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release Without limiting the generality of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)foregoing, the Indemnified Party shall have the right to contest, settle or compromise the claim but it shall not thereby waive any right be deemed unreasonable to indemnity therefor (and for all associated reasonable costs and attorney's fees whichwithhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, in employees or business, or relief which the case indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreementits continuing business.

Third Party Claims. If a claim The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party is made against an Indemnified Partywhich might give rise to a claim for indemnification, which notice shall state the nature and if such Indemnified Party intends basis of the assertion and the amount thereof, to seek indemnity with respect thereto under this Section 10the extent known, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure no delay on the part of such Indemnified Party to give such the indemnified party in giving notice shall not result in a waiver relieve the indemnifying party of its indemnity rights except any obligation to indemnify unless (and then solely to the extent that that) the indemnifying party is prejudiced by such failure prejudices delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the Indemnifying Party's ability indemnifying party may have an obligation to respond to or defend indemnify, the claim. The Indemnifying Party Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have thirty assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (30i) days after receipt if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of such notice the indemnified party, establish a custom or precedent which will be materially adverse to undertake, through counsel the best interests of its own choosing continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the settlement or defense indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the Indemnified Party indemnifying party relating to such Legal Action and (iv) the parties shall cooperate with it render to each other such assistance as may be reasonably required in connection therewith; providedorder to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party indemnifying party shall not pay or settle make any settlement of any claim without the written consent of the Indemnifying Partyindemnified party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release Without limiting the generality of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)foregoing, the Indemnified Party shall have the right to contest, settle or compromise the claim but it shall not thereby waive any right be deemed unreasonable to indemnity therefor (and for all associated reasonable costs and attorney's fees whichwithhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, in employees or business, or relief which the case indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreementits continuing business.

Third Party Claims. If a claim (i) Upon receipt by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party in writing or Parties of any notice of claim for indemnification hereunder arising from a third-party claim, the Indemnifying Party or Parties shall assume the administration and defense of such claims setting forth third-party claim with counsel that is reasonably satisfactory to the Indemnified Party and shall proceed with the administration and defense of such claims third-party claim diligently and in reasonable detailgood faith; provided, however, that failure any Indemnifying Party shall be entitled to assume the administration and defense of such third-party claim only if it agrees in writing with the Indemnified Party that it is obligated to give indemnify the Indemnified Party pursuant to this Article with respect to such notice third-party claim; and provided, further that no Indemnifying Party shall not be entitled to assume the administration and defense of any third-party claim that (A) seeks an injunction or other equitable relief that might materially and adversely affect any Indemnified Party, or (B) involves any criminal action or any claim that could reasonably be expected to result in a waiver of its indemnity rights except criminal action against any Indemnified Party. Each parties’ counsel in connection with this transaction shall be deemed to be reasonably satisfactory to the extent that such failure prejudices other party for purposes of this Section 7.4(b)(i). The Indemnified Party shall be fully consulted by the Indemnifying Party's ability to respond to Party or defend the claim. The Indemnifying Party Parties and shall have thirty (30) days after receipt of such notice the right to undertakeparticipate, through counsel of its own choosing and at its own expense, in the investigation, administration and defense of such third-party claim. Any party hereto receiving notice of any proposed settlement of any such third-party claim shall promptly provide a copy of such notice to the other parties hereto. The Indemnifying Party or defense thereof, and Parties shall not have the right to settle or compromise any third-party claim for which indemnification is being sought hereunder without the consent of the Indemnified Party shall cooperate with it in connection therewith; provided, however, that unless as a result of such settlement or compromise the Indemnified Party may participate in is fully discharged and released from any and all liability with respect to such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Partythird-party claim. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If make available to the Indemnifying Party does not within thirty (30) days after or Parties and its counsel all books, records, documents and other information relating to any third-party claim for which indemnification is sought hereunder, and the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake parties to this Agreement shall render to each other reasonable assistance in the defense thereof or of any such third-party claim. (ii) Notwithstanding any other provision of this Agreement, if the Indemnified Party must obtain separate legal counsel due is not entitled to an actual or potential conflict arising from such defend a third-party claim (as determined in good faith by the Indemnified Party's legal counselunder Section 7.4(b)(i), the Indemnified Party shall have the absolute right, at its election (to be exercised in its sole discretion by written notice to the Indemnifying Party or Parties) to assume from the Indemnifying Party or Parties the administration and defense of any such third-party claim against the Indemnified Party with counsel that is reasonably satisfactory to the Indemnifying Party. In such event, the Indemnified Party shall proceed with the administration and defense of such third-party claim(s) diligently and in good faith, and the Indemnifying Party shall be fully consulted by the Indemnified Party or Parties and shall have the right to contestparticipate, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees whichat its own expense, in the case investigation, administration and defense of such third-party claim. The Indemnifying Party or Parties shall be responsible for the costs and feesexpenses of the administration and defense of such claim(s) incurred prior to the Indemnified Party or Parties’ assumption of the administration and defense of such claim(s) and shall not be responsible for costs and expenses incurred after such assumption, shall be reimbursed by and the Indemnifying Party as incurredshall have the right to participate in, but not control, the defense of such claim(s) pursuant to this Agreementat the sole cost and expense of the Indemnifying Party.

Third Party Claims. If a claim by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. (i) The Indemnifying Party shall have thirty the right to conduct, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (30the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of such notice to undertake, through counsel the Claim Notice (or sooner if the nature of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Third Party shall cooperate with it in connection therewithClaim so requires); provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel shall to be borne by such reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not pay or settle assumed the defense of any claim without such Third Party Claim in accordance herewith. If the written consent Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), and the Indemnified Party shall have the right at its expense to contestparticipate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the claim but shall entry of any order which does not thereby waive include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any right Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in admit civil or criminal liability or culpability on the case part of such costs and fees, shall be reimbursed the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party as incurred) pursuant in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to this Agreementbe unreasonably conditioned, withheld or delayed).

Third Party Claims. If a claim by a third party is made against a Seller Indemnified Party or a Buyer Indemnified Party (each, an "Indemnified Party"), and if such Indemnified Party intends to seek indemnity with respect thereto under Article 5 or this Section 10Article 11, such Indemnified Party shall promptly notify furnish written notice to the other Party (the "Indemnifying Party") of such claim. The failure of the Indemnified Party to deliver prompt written notice of a claim shall not affect the indemnity obligations of the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights hereunder except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the Party was substantially disadvantaged by such delay in delivery notice of such claim. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertake, conduct, and control (through counsel of its own choosing and at its own expense, ) the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that . The Indemnifying Party shall permit the Indemnified Party may to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that Party (but the fees and expenses of such counsel shall be borne by such Indemnified Party). The So long as the Indemnifying Party, at the Indemnifying Party's cost and expense, (i) has undertaken the defense of, and assumed full responsibility for all indemnified liabilities with respect to, such claim, (ii) is reasonably contesting such claim in good faith, by appropriate proceedings, and (iii) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Indemnified Party for payment of such claim, the Indemnified Party shall not pay or settle any claim without the written consent of such claim. Notwithstanding compliance by the Indemnifying PartyParty with the preceding sentence, which consent the Indemnified Party shall not be unreasonably withheld. The Indemnifying Party will not have the right to pay or settle any claim unless such claim, but in such event it contains an unconditional release of the Indemnified Party. If shall waive any right to indemnity by the Indemnifying Party does not for such claim. If within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder hereunder, the Indemnifying Party does not notify the Indemnified Party that it elects (at the Indemnifying Party's cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified liabilities with respect thereto, or if the Indemnified Party must obtain separate legal counsel due gives such notice and thereafter fails to an actual or potential conflict arising from contest such claim (as determined in good faith by or to prevent action to foreclose a lien against or attachment of the Indemnified Party's legal counsel)property as contemplated above, the Indemnified Party shall have the right to contest, settle settle, or compromise such claim and the claim but Indemnified Party shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to claim under this Agreement.

Third Party Claims. If a claim by a third party is made against an any Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 1015, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detailclaims; provided, however, that the failure of such Indemnified Party to give such notice so notify shall not result in a waiver relieve the Indemnifying Party of its indemnity rights obligations hereunder, except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claimParty is actually and materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertakeassume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of its own choosing and at its own expensethe Indemnifying Party, of the settlement or defense thereof, thereof and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that (i) the Indemnifying Party shall permit the Indemnified Party may to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party and (ii) the Indemnifying Party shall promptly be entitled to assume the defense of such action only to the extent the Indemnifying Party acknowledges its indemnity obligation and assumes and holds such Indemnified Party harmless from and against the full amount of any Loss resulting therefrom; provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the claim seeks an injunction or equitable relief against the Indemnified Party; (iii) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; or (iv) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim. Any Indemnified Party shall have the right to employ separate counsel in any such action or claim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless (x) the Indemnifying Party shall have failed, within a reasonable time after having been notified by the Indemnified Party of the existence of such claim as provided in the preceding sentence, to assume the defense of such claim, (y) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, or (z) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there may be one or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party, or available to the Indemnifying Party the assertion of which would be adverse to the interests of the Indemnified Party. The So long as the Indemnifying Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any claim without such claim. Notwithstanding the written consent of foregoing, the Indemnifying Party, which consent Indemnified Party shall not be unreasonably withheld. The Indemnifying Party will not have the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the Indemnifying Party for such claim unless it contains an unconditional release of the Indemnified PartyIndemnifying Party shall have consented to such payment or settlement. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party's ’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees whichpursuant to this Agreement. The Indemnifying Party shall not, in except with the case consent of such costs and feesthe Indemnified Party, shall be reimbursed enter into any settlement that is not entirely indemnifiable by the Indemnifying Party as incurred) pursuant to this AgreementAgreement and does not include as an unconditional term thereof the giving by the person or persons asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim or consent to entry of any judgment. The Indemnifying Party and the Indemnified Party shall cooperate with each other in all reasonable respects in connection with the defense of any claim, including making available records relating to such claim and furnishing, without expense to the Indemnifying Party and/or its counsel, such employees of the Indemnified Party as may be reasonably necessary for the preparation of the defense of any such claim or for testimony as witnesses in any proceeding relating to such claim.

Third Party Claims. If a claim any Losses relate to any action, suit, proceeding or demand instituted against the Indemnified Party by a third party is made against an Indemnified Party(a "Third Party Claim"), and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party shall be entitled to participate in writing the defense of any such claims setting forth such claims in reasonable detailThird Party Claim at the sole cost and expense of the Indemnifying Party through counsel chosen by the Indemnifying Party and approved by the Indemnified Party (which approval shall not be unreasonably withheld); provided, however, that failure of such any compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party's interests and the Indemnified Party shall in all events have a right to give such notice shall not result veto any compromise or defense that is unreasonable or which would jeopardize in a waiver any material respect any assets or business of the Indemnified Party or any of its indemnity rights except to affiliates or increase the extent potential liability of, or create a new liability for, the Indemnified Party or any of its affiliates and, provided further that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying Party shall have in all events indemnify the Indemnified Party and its affiliates against any Losses resulting from the manner in which such Third Party Claim is compromised or defended, including any failure to pay any such claim while such litigation is pending. If the Indemnifying Party does so undertake to compromise and defend a claim, the Indemnifying Party shall notify the Indemnified Party of its intention to do so within thirty (30) days after receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Partya Claims Notice. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If Even if the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of undertakes to compromise or defend a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)claim, the Indemnified Party shall have the right to contestdefend, compromise or settle or compromise the any Third Party Claim for which a claim but shall not thereby waive any right for indemnification has been made hereunder upon notice to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant and by waiving any right against the Indemnifying Party with respect to this Agreementsuch Third Party Claim. Each party agrees in all cases to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, of advisory counsel of its own choosing.

Third Party Claims. If a claim by a third party is made against an Indemnified PartyWith respect to any Third Party Claim, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertakethe right, through at its expense and with counsel of its own choosing and at its own expense, choice satisfactory to the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the acting reasonably, to defend and, upon written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of request from the Indemnified Party, shall defend the Claim (including the negotiation and settlement thereof). If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof elects or if the Indemnified Party must obtain separate legal counsel due is required to an actual or potential conflict arising from assume such claim (as determined in good faith by the Indemnified Party's legal counsel)defense, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, participate in the case negotiation, settlement or defense of such costs Third Party Claim and feesto retain separate counsel to act on its behalf, provided that the fees and disbursements of such separate counsel shall be reimbursed paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential conflicting interests between them (such as the availability of different defenses). If the Indemnifying Party, having assumed such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume control of such defense and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any Third Party with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount that was paid by the Indemnifying Party as incurred) pursuant to this Agreementthe Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference, without interest, to the Indemnifying Party.

Third Party Claims. If a claim (i) Promptly after receipt by a the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party is made against an Indemnified Party, and if such claim in respect of which the Indemnified Party intends reasonably believes it is reasonably likely to seek indemnity with respect thereto be entitled to indemnification from the Indemnifying Party under this Section 10Article 12 (“Third-Party Claims”), such the Indemnified Party shall promptly notify the Indemnifying Party give notice thereof in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend , specifying in reasonable detail the claim. The Indemnifying Party shall have thirty (30) days after receipt information then available regarding the amount and nature of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate Losses with it in connection therewithrespect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in such settlement or (but not control) the defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Partyaction, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not pay incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any claim such Third-Party Claims without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreement.

Third Party Claims. The “Indemnified Parties” shall mean the Corium Indemnified Parties and the P&G Indemnified Parties. If a claim by a third party is made against an Indemnified PartyParty hereunder, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 1015, such Indemnified Party shall will promptly notify Corium, in the case of a P&G Indemnified Party, or P&G, in the case of a Corium Indemnified Party (such person to be notified, the “Indemnifying Party Party”) in writing of such claims setting forth such claims in reasonable detail; provided, however, provided that failure of such Indemnified Party to give such prompt notice shall as provided herein will not result in a waiver relieve the Indemnifying Party of any of its indemnity rights obligations hereunder, except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claimParty is materially prejudiced by such failure. The Indemnifying Party shall will have thirty twenty (3020) days after receipt of such notice to undertake, through counsel of its own choosing choosing, subject to the reasonable approval of such Indemnified Party, and at its own expense, the settlement or defense thereof, and the Indemnified Party shall will cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall will be borne by such Indemnified Party. The Indemnified If the Indemnifying Party shall will assume the defense of a claim, it will not pay or settle any such claim without the prior written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim (a) unless it contains such settlement includes as an unconditional term thereof the giving by the claimant of a release of the Indemnified Party from all Liability with respect to such claim or (b) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party will be indemnified hereunder. If the Indemnifying Party will assume the defense of a claim, the fees of any separate counsel retained by the Indemnified Party will be borne by such Indemnified Party unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the Indemnified Party will be entitled to retain separate counsel, the reasonable fees and expenses of which will be reimbursed by the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty twenty (3020) days after the receipt of the Indemnified Party's ’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)thereof, the Indemnified Party shall will have the right to contest, settle or compromise the claim but shall will not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) therefore pursuant to this Agreement. The indemnification provisions set forth in this Article 15 are the sole and exclusive means of recovery of money damages with respect to the matters covered herein, except for fraud.

Third Party Claims. If (a) Promptly after receipt by an indemnified party under Section 8.2 or 8.3 of notice of the commencement of any action or proceeding against it, such indemnified party will, if a claim by a third party is to be made against an Indemnified Partyindemnifying party under such Section, and if give notice to the indemnifying party of the commencement of such Indemnified Party intends action or proceeding, but the failure to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party in writing indemnifying party will not relieve the indemnifying party of such claims setting forth such claims in reasonable detail; providedany liability that it may have to any indemnified party, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt defense of such action is actually prejudiced by the indemnified party's failure to give such notice. (b) If any action or proceeding referred to in Section 8.6(a) is brought against an indemnified party and it gives notice to undertake, through counsel the indemnifying party of its own choosing and at its own expensethe commencement of such action or proceeding, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may indemnifying party will be entitled to participate in such settlement action or proceeding and, to the extent that it wishes (unless the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such action or proceeding and provide indemnification with respect to such action or proceeding), to assume the defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such action or proceeding with counsel shall 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 action or proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be borne 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 action or proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Indemnified Partyaction or proceeding, other than reasonable costs of investigation. The Indemnified Party shall not pay If the indemnifying party assumes the defense of an action or settle any claim proceeding, no compromise or settlement of such claims may be effected by the indemnifying party without the written indemnified party's consent of the Indemnifying Party, (which consent shall not be unreasonably withheld. The Indemnifying Party will not pay ) unless (A) there is no finding or settle admission of any claim unless it contains an unconditional release violation of laws or regulations or any violation of the Indemnified Partyrights of any person or entity 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. If notice is given to an indemnifying party of the Indemnifying Party commencement of any action or proceeding and the indemnifying party does not not, within thirty (30) ten days after the receipt of the Indemnified Partyindemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such action or proceeding, the indemnifying party will be bound by any determination made in such action or proceeding or any compromise or settlement effected by the indemnified party. (c) NetRatings hereby consents to the non-exclusive jurisdiction of any court in which an action or proceeding is brought against any Company Indemnified Person for purposes of any claim that a Company Indemnified Person may have under this Agreement with respect to such action or proceeding or the matters alleged therein, and agrees that process may be served on NetRatings with respect to such a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, anywhere in the case world. ACN hereby consents to the non-exclusive jurisdiction of any court in which an action or proceeding is brought against any NetRatings Indemnified Person for purposes of any claim that a NetRatings Indemnified Person may have under this Agreement with respect to such costs action or proceeding or the matters alleged therein, and fees, shall agrees that process may be reimbursed by served on ACN with respect to such a claim anywhere in the Indemnifying Party as incurred) pursuant to this Agreementworld.

Third Party Claims. If All claims for indemnification made under this Agreement resulting from, related to or arising out of a third party claim against an Indemnified Party (a “Third Party Claim”) shall be made in accordance with the following procedures. A Person entitled to indemnification under this Article V (an “Indemnified Party”) shall give prompt written notification to the Indemnifying Party (a “Third Party Claim Notice”) of the commencement of any action, suit or proceeding relating to a third party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a third party is made against an party. For purposes of this Agreement, “Indemnifying Party” means (i) in the case of a claim for indemnification by the Buyer (or any other Buyer Indemnified Party), the Seller, and if (ii) in the case of a claim for indemnification by the Seller (or any other Seller Indemnified Party), the Buyer. Such Third Party Claim Notice shall include a description in reasonable detail (to the extent then known by the Indemnified Party) of (A) the facts constituting the basis for such Third Party Claim and (B) the amount of the Damages claimed (the “Third Party Claim Amount”). No delay or failure on the part of the Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify in so notifying the Indemnifying Party in writing shall relieve the Indemnifying Party of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights any liability or obligation hereunder except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claimParty is actually prejudiced thereby. The Indemnifying Party shall have thirty (30) days Within [**] after receipt of such notice to undertake, through counsel of its own choosing and at its own expenseThird Party Claim Notice, the settlement or Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense thereof, and with counsel reasonably satisfactory to the Indemnified Party shall cooperate with it in connection therewith; provided, however, of any such Third Party Claim seeking (i) solely monetary damages or (ii) injunctive relief that would be reasonably expected to be immaterial to the operations or business of the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, and monetary damages; provided that prior to the fees and expenses assumption of such counsel the defense of any Third Party Claim, the Indemnifying Party shall be borne by such Indemnified Party. The provide a written undertaking confirming that as between the Indemnified Party shall not pay or settle any claim without the written consent of and the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying assuming the facts alleged in such Third Party will not pay or settle any claim unless Claim are true, that it contains would have been an unconditional release of indemnity obligation for Damages resulting from such Third Party Claim (subject to the Indemnified Partylimitations set forth herein). If the Indemnifying Party does not within thirty (30) days after the receipt assume control of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)defense, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall control such defense. The party not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of controlling such costs and fees, shall be reimbursed by defense may participate therein at its own expense; provided that if the Indemnifying Party as incurred) pursuant assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from outside counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be considered “Damages” for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one (1) counsel for the Indemnified Party. The party controlling such defense shall keep the other party reasonably advised of the status of such action, suit, proceeding or claim and the defense thereof. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim that (x) does not include a complete release of the Indemnified Party from all liability with respect thereto, (y) includes any admission by, or finding adverse to, the Indemnified Party or (z) imposes any liability or obligation on the Indemnified Party, in each case, without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed).

Third Party Claims. If a claim by a third party is made against (i) In the event that an Indemnified Party, and if such Party becomes aware of a Third Party Claim for which an Indemnifying Party would be liable to an Indemnified Party intends to seek indemnity with respect thereto under this Section 10hereunder, such the Indemnified Party shall promptly with reasonable promptness notify in writing the Indemnifying Party in writing of such claims setting forth Claim, identifying the basis for such claims in reasonable detailClaim or demand, and the amount or the estimated amount thereof to the extent then determinable (which estimate shall not be conclusive of the final amount of such Claim and demand; the "Claim Notice"); provided, however, that any failure of such Indemnified Party to give such notice shall Claim Notice will not result in be deemed a waiver of its indemnity any rights of the Indemnified Party except to the extent that such failure prejudices the rights of the Indemnifying Party's ability to respond to or defend the claimParty are actually prejudiced by such failure. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and will notify the Indemnified Party as soon as practicable whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), the Indemnifying Party shall cooperate retain counsel (who shall be reasonably acceptable to the Indemnified Party) to represent the Indemnified Party and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel with it in connection therewithregard thereto; provided, however, that any Indemnified Party is hereby authorized, prior to the date on which it receives written notice from the Indemnifying Party designating such counsel, to retain counsel, whose fees and expenses shall be at the expense of the Indemnifying Party, to file any motion, answer or other pleading and take such other action which it reasonably shall deem necessary to protect its interests or those of the Indemnifying Party. After the Indemnifying Party shall retain such counsel, the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Partyshall have the right to retain its own counsel, provided that but the fees and expenses of such counsel shall be borne by at the expense of such Indemnified Party. The Party unless (x) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (y) the named parties of any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate because a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party which makes representation of both Parties inappropriate under applicable standards of professional conduct. The Indemnifying Party shall not, in connection with any proceedings or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one such firm for the Indemnified Party (except to the extent the Indemnified Party retained counsel to protect its (or the Indemnifying Party's) rights prior to the selection of counsel by the Indemnifying Party). If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party defends or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). A Claim or demand may not pay be settled by either party without the prior written consent of the other party (which consent will not be unreasonably withheld or delayed) unless, as part of such settlement, the Indemnified Party shall receive a full and unconditional release reasonably satisfactory to the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not settle any claim without the prior written consent of the Indemnified Party if such Claim is not exclusively for monetary Damages. (ii) If the Indemnifying Party fails to notify the Indemnified Party that the Indemnifying Party desires to defend the Third Party Claim pursuant to the preceding paragraph then the Indemnified Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnified Party to a final conclusion or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent shall will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnifying Party or any of its Affiliates). Notwithstanding the foregoing provisions of this paragraph, if the Indemnifying Party has notified the Indemnified Party that the Indemnifying Party disputes its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party the Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of be required to bear the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt costs and expenses of the Indemnified Party's notice defense pursuant to this paragraph or of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by Indemnifying Party's participation therein at the Indemnified Party's legal counsel)request, and the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by will reimburse the Indemnifying Party as incurred) in connection with such litigation. The Indemnifying Party may retain separate counsel to represent it in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Agreementparagraph, and the Indemnifying Party will bear its own costs and expenses with respect to such participation.

Third Party Claims. If a claim by a third party is made against an any Indemnified Party, and if such Indemnified Party party intends to seek indemnity with respect thereto under this Section 10Article XI, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detailclaims; provided, however, that the failure of such Indemnified Party to give such notice so notify shall not result in a waiver relieve the Indemnifying Party of its indemnity rights obligations hereunder, except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claimParty is actually and materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertakeassume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of its own choosing and at its own expensethe Indemnifying Party, of the settlement or defense thereof, thereof and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that (i) the Indemnifying Party shall permit the Indemnified Party may to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party and (ii) the Indemnifying Party shall promptly be entitled to assume the defense of such action only to the extent the Indemnifying Party acknowledges its indemnity obligation and assumes and holds such Indemnified Party harmless from and against the full amount of any Loss resulting therefrom; provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (1) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (2) the claim seeks an injunction or equitable relief against the Indemnified Party; (3) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; (4) the Indemnified Party reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be detrimental to or injure the Indemnified Party’s reputation or future business prospects; (5) the amount claimed by the Indemnified Party (if such Indemnified Party is a Parent Indemnitee) exceeds the value of the shares of Parent Preferred Stock then held by the Escrow Agent or (6) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim. Any Indemnified Party shall have the right to employ separate counsel in any such action or claim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless (x) the Indemnifying Party shall have failed, within a reasonable time after having been notified by the Indemnified Party of the existence of such claim as provided in the preceding sentence, to assume the defense of such claim, (y) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, which authorization shall not be unreasonably withheld, or (z) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there may be one or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party, or available to the Indemnifying Party the assertion of which would be adverse to the interests of the Indemnified Party. The So long as the Indemnifying Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any claim without such claim. Notwithstanding the written consent of foregoing, the Indemnifying Party, which consent Indemnified Party shall not be unreasonably withheld. The Indemnifying Party will not have the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the Indemnifying Party for such claim unless it contains an unconditional release of the Indemnified PartyIndemnifying Party shall have consented to such payment or settlement. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party's ’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees whichpursuant to this Agreement. The Indemnifying Party shall not, in except with the case consent of such costs and feesthe Indemnified Party, shall be reimbursed enter into any settlement that is not entirely indemnifiable by the Indemnifying Party as incurred) pursuant to this AgreementArticle XI and does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim or consent to entry of any judgment.

Third Party Claims. If All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party claim against an Indemnified Party shall be made in accordance with the following procedures. An Indemnified Party shall give prompt written notification to the Indemnifying Party of the commencement of any action, suit or proceeding relating to a third-party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a third party. Such notification shall include a description in reasonable detail (to the extent known by the Indemnified Party) of the facts constituting the basis for such third-party is made against an claim and the amount of the Damages claimed. Within 30 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify assume control of the Indemnifying Party in writing defense of such claims setting forth such claims in reasonable detail; providedaction, howeversuit, that failure of such Indemnified Party proceeding or claim with counsel reasonably satisfactory to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt assume control of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)defense, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall control such defense. The Party not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of controlling such costs and fees, shall be reimbursed by defense may participate therein at its own expense; provided that if the Indemnifying Party as incurred) pursuant assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the reasonable fees and expenses, not to exceed US$25,000 per claim, of counsel to the Indemnified Party solely in connection therewith shall be considered “Damages” for purposes of this Agreement. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim that does not include a complete release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of the Indemnified Party.

Third Party Claims. If In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by a third party is made against any Person (other than by an Indemnified Party, and if such which claims are addressed in Section 10.3(a)) against the Indemnified Party intends to seek indemnity with respect thereto under this Section 10(a “Third Party Claim”), such Indemnified Party shall promptly must notify the Indemnifying Party in writing of such claims setting forth such claims the Third Party Claim (which notice will specify in reasonable detaildetail the events giving rise to such Third Party Claim) promptly after receipt by such Indemnified Party of notice of the Third Party Claim; provided, however, that failure of such Indemnified Party to give such notice shall notification will not result in a waiver of its indemnity rights affect the indemnification provided under this Agreement, except to the extent that the Indemnifying Party will have been actually and materially prejudiced as a result of such failure prejudices or the indemnification obligations of the Indemnifying Party are materially increased as a result of such failure. Thereafter, the Indemnified Party will deliver to the Indemnifying Party's ability , promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to respond the Third Party Claim. If a Third Party Claim is made, the Indemnifying Party will be entitled to or defend participate in the claimdefense thereof. The Indemnifying Party shall have thirty may also assume the defense of any Third Party Claim (30subject to the limitations set forth below) days after receipt of such with counsel selected by the Indemnifying Party reasonably acceptable to and upon written notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does assumes such defense, the Indemnified Party will have the right to participate in such defense and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood and agreed that the Indemnifying Party will control such defense. Notwithstanding the foregoing, the Indemnifying Party will be liable for the fees and expenses of one outside counsel and any local counsel reasonably necessary to defend such Third Party Claim (and not within thirty any fees and expenses allocated to any internal counsel) employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense of such Third Party Claim (30other than during any period in which the Indemnified Party will have failed to give notice of the Third Party Claim as provided above), and the fees and expenses of such counsel will constitute Losses for purposes of this Agreement. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the Indemnified Parties will reasonably cooperate in the defense or prosecution of such Third Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party will not admit any liability with respect to, settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent, which consent will not be unreasonably withheld. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume control of such defense if the Third Party Claim which the Indemnifying Party seeks to assume control (i) days after seeks non-monetary relief, (ii) involves criminal liability, (iii) in the receipt case that Seller is the Indemnifying Party, seeks Losses that will not be fully satisfied by the Escrow Amount (or so much thereof as is then remaining on deposit in the Escrow Amount) or (iv) involves a claim that, in the reasonable and good faith judgment of the Indemnified Party's notice , the Indemnifying Party failed or is failing to vigorously prosecute or defend. If the Indemnifying Party assumes the defense of a claim Third Party Claim pursuant to the terms of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)this Agreement, the Indemnified Party shall have the right will agree to contestany settlement, settle compromise or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case discharge of such costs and fees, shall be reimbursed by a Third Party Claim that the Indemnifying Party as incurredmay reasonably recommend and that by its terms (A) pursuant obligates the Indemnifying Party to this Agreementpay the full amount of Losses in connection with such Third Party Claim and (B) releases the Indemnified Party and its Affiliates completely in connection with such Third Party Claim.

Third Party Claims. If a any claim or action by a third party is made in writing against a H▇▇▇▇▇ Indemnified Person or a Newco Indemnified Person (each, an “Indemnified Party, ”) for which indemnification is provided under this Agreement and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10such indemnity, then such Indemnified Party shall promptly notify the party from whom indemnification may be sought hereunder (the “Indemnifying Party Party”) in writing of such claims setting forth such claims in reasonable detailclaim or action; provided, however, that any failure of by such Indemnified Party to such give such notice shall promptly will not result in a waiver relieve the Indemnifying Party of any of its indemnity rights indemnification obligation hereunder except to the extent that such failure prejudices the Indemnifying Party is actually prejudiced by such failure. In case any such action shall be brought against any Indemnified Party's ability to respond to or defend , the claim. The Indemnifying Party shall have thirty (30) days after receipt of such be entitled to participate therein or, at its election, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to undertake, through counsel the Indemnified Party of its own choosing and at its own expense, election so to assume the settlement or defense thereof, and the Indemnifying Party shall not be liable to the Indemnified Party under this ARTICLE XII for any legal expenses of other counsel or any other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof (other than reasonable costs of investigation) unless the Indemnified Party shall cooperate with it have been advised by counsel that representation of the Indemnified Party by counsel provided by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between the Indemnified Party and the Indemnifying Party, including situations in connection therewithwhich there are one or more legal defenses available to the Indemnified Party that are different from or additional to those available to Indemnifying Party; provided, however, that notwithstanding the Indemnified foregoing the Indemnifying Party may participate shall not, in connection with any one such settlement action or defense through counsel chosen by such Indemnified Partyseparate but substantially similar actions arising out of the same general allegations, provided that be liable for the fees and expenses of more than one separate set of counsel at any time for all Indemnified Parties, except to the extent that local counsel, in addition to their regular counsel, is required in order to effectively defend against such counsel shall be borne by such Indemnified Partyaction. The Indemnified No Indemnifying Party shall not pay or settle any claim shall, without the written consent of the Indemnifying Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which consent shall indemnification or contribution may be sought hereunder (whether or not be unreasonably withheld. The Indemnifying the Indemnified Party will not pay is an actual or settle any claim potential party to such action or claim) unless it contains such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party. If the Indemnifying Party from all liability arising out of such action or claim and (ii) does not within thirty (30) days after the receipt include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of the Indemnified Party's notice . No indemnification shall be available in respect of a any settlement of any action or claim of indemnity hereunder undertake the defense thereof or if the effected by an Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by without the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case prior written consent of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this AgreementParty.

Third Party Claims. If a claim by a third party is made against an Indemnified Party(i) With respect to any Third Party Claim, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertakethe right, through counsel of its own choosing and at its own expense, to participate in or assume control of the negotiation, settlement or defense thereofof the Third Party Claim and, and in such event, the Indemnifying Party shall reimburse the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release for all of the Indemnified Party's out-of-pocket expenses as a result of such participation or assumption. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due elects to an actual or potential conflict arising from assume such claim (as determined in good faith by the Indemnified Party's legal counsel)control, the Indemnified Party shall have the right to contestparticipate in the negotiation, settle settlement or compromise defense of such Third Party Claim at its own expense and shall have the claim but shall not thereby waive any right to indemnity therefor (disagree on reasonable grounds with the selection and for all associated reasonable costs and attorney's fees whichretention of legal counsel, in which case legal counsel satisfactory to both the case of such costs Indemnifying Party and fees, the Indemnified Party shall be reimbursed retained by the Indemnifying Party. (ii) If the Indemnifying Party, having elected to assume control as contemplated in Section 9.4(b)(i), thereafter fails to defend such Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. (iii) In the event that any Third Party Claim is of a nature such that the Indemnified Party is required by Applicable Laws to make a payment to any Third Party with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay such difference to the Indemnifying Party. (iv) Except in the circumstances contemplated by Section 9.4(b)(ii), whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably delayed or withheld). (v) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice thereof and an opportunity to contest such Third Party Claim. (vi) The Parties shall cooperate fully with each other with respect to Third Party Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as incurredit becomes available) pursuant and shall each designate a senior officer who will keep himself/herself informed about and be prepared to this Agreementdiscuss the Third Party Claim with his or her counterpart and with legal counsel at all reasonable times. (vii) Notwithstanding anything to the contrary contained herein, the Indemnifying Party shall not settle any Third Party Claim without the consent of the Indemnified Party unless the settlement includes a complete release of the Indemnified Party with respect to the Third Party Claim and does not include any admission of guilt or fault on the part of the Indemnified Party.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a claim by party to this Agreement (or a third Stockholder) or an Affiliate of a party is made to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify to which the Indemnifying Party is obligated to provide indemnification under this Agreement, written notice shall promptly be given (but in writing any event not later than 30 calendar days after receipt of such claims setting forth notice of such claims in reasonable detail; providedThird Party Claim) to the Stockholder Representative if the Third Party Claim is being made or brought against a Parent Indemnitee, and to Parent if the Third Party Claim is being made or brought against a Stockholder Indemnitee. The failure to give such prompt written notice shall not, however, that failure of such Indemnified relieve the Indemnifying Party to give such notice shall not result in a waiver of its indemnity rights indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure prejudices or is otherwise adversely impacted thereby. Such notice by the Indemnifying 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 Loss that has been or may be sustained by the Indemnified Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt of such the right to participate in, or by giving written notice to undertakethe Indemnified Party, through counsel to assume the defense of its any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own choosing and at its own expense, the settlement or defense thereofcounsel, and the Indemnified Party shall cooperate with it in connection therewithgood faith in such defense; provided, howeverthat if the Indemnifying Party is a Stockholder, that such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim (w) for which the Indemnified Party may participate in such settlement or defense through has been reasonably advised by counsel chosen by such that there exists a reasonable likelihood of a conflict of interest between the Indemnified Party and the Indemnifying Party, provided (x) that is asserted directly by or on behalf of a Person that is a supplier or customer of the Company Entities, (y) that seeks an injunction or other equitable relief against the Indemnified Parties or (z) that is with respect to a criminal action against the Indemnified Parties. In the event that the fees Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 9.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and expenses on behalf of such counsel shall be borne by such the Indemnified Party. The Indemnified Party shall not pay or settle have the right to participate in the defense of any claim without the written consent of Third Party Claim with counsel selected by it subject to the Indemnifying Party, which consent shall not be unreasonably withheld’s right to control the defense thereof. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if the Indemnified Party has been reasonably advised by counsel that (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a reasonable likelihood of a conflict of interest between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party does elects not within thirty to (30or is not permitted to, as set forth above) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake assume the defense thereof of, compromise or if defend such Third Party Claim, fails to promptly notify the Indemnified Party must obtain separate legal counsel due in writing of its election to an actual defend as provided in this Agreement, or potential conflict arising from fails to diligently prosecute the defense of such claim (as determined in good faith by the Indemnified Party's legal counsel)Third Party Claim, the Indemnified Party shall have the right may, subject to contestSection 9.05(b), pay, compromise, settle and defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or compromise relating to such Third Party Claim. Stockholder Representative and Parent shall cooperate with each other in all reasonable respects in connection with the claim but shall not thereby waive defense of any right Third Party Claim, including making available records relating to indemnity therefor such Third Party Claim and furnishing, without expense (and other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for all associated reasonable costs and attorney's fees which, in the case preparation of the defense of such costs and fees, shall be reimbursed by the Indemnifying Third Party as incurred) pursuant to this AgreementClaim.

Third Party Claims. (i) If any Person who is not a Party (or an Affiliate thereof) notifies any Indemnified Party with respect to any matter (a “Third Party Claim”) that could be reasonably expected to give rise to a claim by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto for indemnification against any Indemnifying Party under this Section 10Agreement, such then the Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewithby delivering an Indemnification Certificate thereto; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that failure to so notify the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Indemnifying Party shall not pay relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have materially prejudiced the Indemnifying Party (except that the Indemnifying Party will not be liable for any expenses incurred by the Indemnified Party during the period in which the Indemnified Party failed to give such Notice), it being understood and agreed that the failure of the Indemnified Party to so notify the Indemnifying Party prior to settling a Third Party Claim (whether by paying a claim or settle executing a binding settlement agreement with respect thereto) or the entry of a judgment or issuance of an award with respect to a Third Party Claim shall constitute actual prejudice to the Indemnifying Party’s ability to defend against such Third Party Claim. Thereafter, the Indemnified Party will deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received or transmitted by the Indemnified Party relating to the Third Party Claim. (ii) The Indemnifying Party will have the right to participate in or assume the defense of any claim without the written consent Third Party Claim with counsel of the Indemnifying Party’s choice, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of reasonably satisfactory to the Indemnified Party. If , so long as (A) the Indemnifying Party does not notifies the Indemnified Party, within thirty ten (3010) days after the receipt Indemnified Party has given Notice of the Indemnified Party's notice of Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a claim of indemnity hereunder undertake timely appearance and response) that the Indemnifying Party is assuming the defense thereof or if of such Third Party Claim and will indemnify the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from against such claim Third Party Claim in accordance with this Article 8, (as determined in good faith by B) the Indemnified Party's legal counsel), Indemnifying Party provides the Indemnified Party shall have with evidence reasonably acceptable to the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by Indemnified Party that the Indemnifying Party as incurredhas and will at all times continue to have the financial resources to defend the Third Party Claim (including any increased losses caused by such defense) pursuant to this Agreement.and fulfill its indemnification obligations hereunder with respect thereto, (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and

Third Party Claims. If a claim any Claim covered by a third party the foregoing indemnities is made asserted against an any Indemnified Party, and if such Indemnified Party intends it shall be a condition to seek indemnity with respect thereto the obligations under this Section 10, such section 9 that the Indemnified Party shall promptly notify give the Indemnifying Party notice thereof in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claimaccordance with section 9.2. The Indemnifying Party shall have thirty (30) days after receipt be entitled to control negotiations toward resolution of such notice claim without the necessity of litigation, and, if litigation ensues, to undertakedefend the same with counsel reasonably acceptable to the Indemnified Party, through counsel of its own choosing and at its own the Indemnifying Party's expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in such case extend reasonable cooperation in connection therewith; providedwith such negotiation and defense. If the Indemnifying Party fails to assume control of the negotiations prior to litigation or to defend such action within a reasonable time, however, that the Indemnified Party may participate in shall be entitled, but not obligated, to assume control of such settlement negotiations or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel action, and the Indemnifying Party shall be borne by such liable to the Indemnified PartyParty for its expenses reasonably incurred in connection therewith which the Indemnifying Party shall promptly pay. The Neither the Indemnifying Party nor the Indemnified Party shall not pay settle, compromise, or settle make any claim other disposition of any Claims, which would or might result in any liability to the Indemnified Party or the Indemnifying Party, respectively, under this section 9 without the written consent of the Indemnified Party or the Indemnifying Party, respectively, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreement.

Third Party Claims. If a claim by a third The obligations of an indemnifying party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 1011.2(d) with respect to Damages arising from claims of any third party that are subject to indemnification as provided for in Section 11.2(a) or Section 11.2(b) (a “Third Party Claim”) shall be governed by and be contingent upon the following additional terms and conditions: (i) At its option, such the indemnifying party may assume the defense of any Third Party Claim by giving written Notice to the Indemnified Party within ten (10) days after the indemnifying party’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying party shall promptly notify be construed as an acknowledgment that the Indemnifying indemnifying party is liable to indemnify any Indemnitee in respect of the Third Party Claim. Upon assuming the defense of a Third Party Claim, the indemnifying party may appoint as lead counsel in writing the defense of such claims setting forth such claims in reasonable detailthe Third Party Claim any legal counsel selected by the indemnifying party; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except counsel is reasonably acceptable to the extent Indemnified Party, provided, further, that such failure prejudices in the Indemnifying Party's ability to respond to or defend event that (i) a conflict of interest arises between the claim. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, indemnifying party and the Indemnified Party such that such legal counsel cannot represent both the indemnifying party and the Indemnified Party or (ii) the Indemnitee has been advised in writing by counsel that there may be one or more legal defenses available to the Indemnitee Party that are different from or in addition to that of the indemnifying party, the Indemnitee may retain its own legal counsel at the expense of the indemnifying party and the indemnifying party and its counsel shall cooperate with it the Indemnified Party and its counsel, as may be reasonably requested. Except as set forth above, should the indemnifying party assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection therewithwith the analysis, defense or settlement of the Third Party Claim. (ii) Without limiting Section 11.2(d)(i), any Indemnitee shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnitee’s sole cost and expense, except as described in Section 11.2(d)(i), unless (A) the employment thereof has been specifically authorized by the indemnifying party in writing, or (B) the indemnifying party has failed to assume the defense and employ counsel in accordance with Section 11.2(d)(i) (in which case the Indemnified Party may participate shall control the defense). (iii) With respect to any Damages relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee’s or the Indemnified Party’s becoming subject to injunctive or other relief for other than money damages, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate, provided that, as a result of or in connection with any such settlement each Indemnitee or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall receive a full release with respect to such claim. The indemnifying party shall not pay be liable for any settlement or settle any claim other disposition of Damages by an Indemnitee or Indemnified Party that is reached without the written consent of the Indemnifying Partyindemnifying party, which consent shall not be unreasonably withheld. The Indemnifying If the indemnifying party chooses to defend or prosecute any Third Party will not pay Claim, no Indemnitee or settle Indemnified Party shall admit any claim unless it contains an unconditional release liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the Indemnified Party. If indemnifying party, which consent shall not be unreasonably withheld. (iv) Notwithstanding the Indemnifying Party does foregoing, the indemnifying party shall not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake be entitled to assume the defense thereof or if of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party must obtain separate legal counsel due to in defending such Third Party Claim) if the Third Party Claim seeks an actual order, injunction or potential conflict arising from such claim (as determined in good faith by other equitable relief or relief for other than money damages against the Indemnified Party's legal counsel)Party that the Indemnified Party reasonably determines cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages. (v) Regardless of whether the indemnifying party chooses to defend or prosecute any Third Party Claim, the Indemnified Party and the indemnifying party shall, and shall have cause each other Indemnitee or Affiliate of the right indemnifying party, as applicable, to, cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to contestthe indemnifying party or Indemnified Party, settle or compromise as applicable, to, and reasonable retention by each such Person of, records and information that are reasonably relevant to such Third Party Claim, and making each such Person and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the claim but indemnifying party shall not thereby waive any right to indemnity therefor (and reimburse each such Person for all associated its reasonable costs and attorney's fees which, out-of-pocket expenses in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreementconnection therewith.

Third Party Claims. (a) If a claim any Proceeding is instituted by or against a third party is made against an Indemnified Party, and if such with respect to which the Indemnified Party intends to seek indemnity with respect thereto under this Section 10Article IX (a “Third Party Claim”), such the Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth Third Party Claim and tender to the Indemnifying Party the conduct or defense of such claims Third Party Claim. A failure by the Indemnified Party to give notice and to tender the conduct or defense of the Third Party Claim in reasonable detaila timely manner pursuant to this Section 9.4 shall not limit the obligation of the Indemnifying Party under this Article IX, except (i) to the extent such Indemnifying Party is materially prejudiced thereby, (ii) with respect to out-of-pocket expenses incurred during the period in which notice was not provided, and (iii) if such notice is not given within the applicable time period provided under Section 9.5 (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim as provided herein. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnifying Party to dispute whether such claim is an indemnifiable Loss under this Article IX), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, in all appropriate proceedings, to a final conclusion or settlement in accordance with this Section 9.4(b). The Indemnifying Party shall use reasonably diligent and good faith efforts to defend or prosecute such Third Party Claim and shall keep the Indemnified Party reasonably advised of the status of such claim and defense thereof and shall consider in good faith recommendations made by the Indemnified Party with respect thereto. The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; however, neither Party shall enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the Third Party Claim to all Indemnified Parties affected by the claim, (ii) the settlement agreement does not contain any admission of liability by or other obligation on the part of the Indemnified Party or sanction or restriction upon the conduct or operation of any business by the Indemnified Party or its Affiliates and (iii) the settlement does not require any payment to be made by the Indemnified Party to any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.4(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation; provided, however, that failure if the Indemnifying Party assumes control of the defense of such claim and the Indemnifying Party and the Indemnified Party have, in the opinion of legal counsel, materially conflicting interests or different defenses available with respect to such claim that cause the Indemnified Party to give hire its own separate counsel with respect to such notice shall not result in proceeding, the reasonable fees and expenses of a waiver of its indemnity rights except single counsel to the extent that such failure prejudices Indemnified Party shall be considered “Losses” for purposes of this Agreement. (c) If the Indemnifying Party's ability Party does not notify the Indemnified Party that the Indemnifying Party elects to respond to or defend the claim. The Indemnifying Indemnified Party shall have pursuant to Section 9.4(b) within thirty (30) calendar days after receipt of such notice to undertakeany Claim Notice, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and then the Indemnified Party shall cooperate defend, and be reimbursed by the Indemnifying Party for its reasonable cost and expense in regard to the Third Party Claim with counsel selected by the Indemnified Party, in all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party; provided, that if it is ultimately determined that the Indemnified Party would not be entitled to indemnification hereunder, even if the facts alleged in connection therewiththe Third Party Claim were true as alleged, the Indemnified Party shall promptly repay in full such reimbursed amounts to the Indemnifying Party. In the circumstances described in this Section 9.4(c), the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may participate in such not enter into any compromise or settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall Third Party Claim if indemnification is to be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim sought hereunder, without the written consent of the Indemnifying Party, ’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party will may participate in, but not pay control, any defense or settle any claim unless it contains an unconditional release of settlement controlled by the Indemnified Party. If Party pursuant to this Section 9.4(c), and the Indemnifying Party does not within thirty shall bear its own costs and expenses with respect to such participation. (30d) days after If requested by the receipt of Party controlling the Indemnified Party's notice defense of a claim Third Party Claim, the other Party agrees, at the sole cost and expense of indemnity hereunder undertake such controlling Party (but only if the controlling Party is actually entitled to indemnification hereunder), to cooperate with the controlling Party and its counsel in contesting any Third Party Claim being contested, including providing access to documents, records and information. In addition, the Party that is not controlling the defense thereof will make its personnel available at no cost to the Indemnifying Party for conferences, discovery, proceedings, hearings, trials or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (appeals as determined in good faith by the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall may be reimbursed reasonably required by the Indemnifying Party. The Party as incurred) pursuant not controlling the defense also agrees to this Agreementcooperate with the controlling Party and its counsel in the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person and executing powers of attorney to the extent necessary.

Third Party Claims. If a claim by a third party (a "Third-Party Claim") is made against a Seller Indemnified Party or Buyer Indemnified Party (collectively, an "Indemnified Party"), and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10Article X, such Indemnified Party shall promptly notify the Indemnifying Party in writing the indemnifying party of such claims setting forth such claims in reasonable detailclaims; provided, howeverthat, that failure to promptly notify the indemnifying party will not relieve the indemnifying party of such Indemnified Party any liability it may have to give such notice shall not result in a waiver of its indemnity rights the indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such Third-Party Claim is prejudiced by the indemnified party's failure prejudices the Indemnifying Party's ability to respond to or defend the claimgive notice within such time period. The Indemnifying Party indemnifying party shall have thirty (30) 30 days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, provided that the indemnifying party shall permit the Indemnified Party may to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The If the indemnifying party so chooses to assume the defense it shall do so promptly and diligently. So long as the indemnifying party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any claim without such claim. Notwithstanding the written consent of foregoing, the Indemnifying Party, which consent Indemnified Party shall not be unreasonably withheld. The Indemnifying Party will not have the right to pay or settle any claim unless such claim, provided that, in such event, it contains an unconditional release of shall waive any right to indemnity therefor by the Indemnified Partyindemnifying party. If the Indemnifying Party indemnifying party does not notify the Indemnified Party in writing within thirty (30) 30 days after the receipt of the Indemnified Party's written notice of a claim of indemnity hereunder that it elects to undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreement. The indemnifying party shall not, except with the written consent of the Indemnified Party, enter into any settlement unless (A) there is no finding or admission of any violation of Applicable Law, (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, (C) the indemnified party or its Affiliates shall have no liability with respect to any compromise or settlement of such Third-Party Claim, and (D) the compromise or settlement provides to all indemnified parties and their Affiliates and agents an unconditional release from all liability with respect to such Third-Party Claim or the facts underlying such Third-Party Claim. With respect to any Third-Party Claim subject to indemnification under this Article X, (i) both the Indemnified Party and the indemnifying party, as the case may be, shall keep the other party reasonably informed of the status of such Third-Party Claim and any related proceedings at all stages thereof, (ii) the parties agree to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim and (iii) with respect to any Third-Party Claim subject to indemnification under this Article X, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges.

Third Party Claims. If a claim by a third party is made (a) Subject to Clause 16.2(b) below, Shelter Management Agency (the “Indemnifying Party”) undertakes to indemnify the DUSIB (the “Indemnified Party”) from and against an all losses, claims or damages on account of bodily injury, death or damage to any person, corporation or other entity (including the Indemnified Party) attributable to the Indemnifying Party's performance or non-performance under this Agreement. (b) The indemnities set out in this Clause shall be subject to the following conditions: i. the Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10as promptly as practicable, such Indemnified Party shall promptly notify informs the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; providedthe claim or proceedings and provides all relevant evidence, however, that failure of such documentary or otherwise; ii. the Indemnified Party to give such notice may at its option (but shall not result in a waiver be obligated to), at the cost of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend , give the claim. The Indemnifying Party shall have thirty (30) days after receipt all reasonable assistance in the defense of such notice claim including reasonable access to undertakeall relevant information, documentation and personnel provided that the Indemnified Party may, at its sole cost and expense, reasonably participate, through counsel its attorneys or otherwise, in such defense; iii. if the Indemnifying Party does not assume full control over the defense of its own choosing and a claim as provided in this Clause, the Indemnified Party may at its own option participate in such defense at its sole cost and expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that will have the Indemnified Party may participate right to defend the claim in such settlement or defense through counsel chosen by such Indemnified Partymanner as it may deem appropriate, provided that and the fees cost and expenses expense of such counsel shall the Indemnifying Party will be borne by such Indemnified Partyincluded in Losses; iv. The the Indemnified Party shall not prejudice, pay or settle accept any claim proceedings or claim, or compromise any proceedings or claim, without the written consent of the Indemnifying Party, which ; v. all settlements of claims subject to indemnification under this Clause will: (aa) be entered into only with the consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does , which consent will not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if be unreasonably withheld and include an unconditional release to the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from the claimant for all liability in respect of such claim claim; and (as determined in good faith by ab) include any appropriate confidentiality agreement prohibiting disclosure of the Indemnified Party's legal counsel), terms of such settlement; and vi. the Indemnified Party shall have the right account to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurredfor all awards, settlements, damages and costs (if any) pursuant finally awarded in favor of the Indemnified Party which are to this Agreementbe paid to it in connection with any such claim or proceedings.

Third Party Claims. If a claim In case any Claim is brought by a third party for which Claim indemnification is made against an Indemnified or may be provided hereunder the indemnified Party shall provide prompt written notice thereof to the other Party. Where obligated to indemnify such Claim, the indemnifying Party shall, upon the demand and at the option of the indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify assume the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to defense thereof (at the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent expense of the Indemnifying indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not ) within thirty (30) days after or at least ten (10) days prior to the receipt time a response is due in such case, whichever occurs first, or, alternatively upon the demand and at the option of the Indemnified indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified , pay to such Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorneyexpenses, including reasonable attorneys' fees, incurred by such Party in defending itself. The Parties shall (a) upon SSG's request and at SSG's expense, InterTrust will attempt to [*] the [*] or [*] SSG to continue to [*] and [*] in accordance with the terms hereof such portion of [*] on [*] to InterTrust (except that SSG may reasonably approve any terms relating to payment of any fees whichor royalties); or (b) at InterTrust's sole discretion, in InterTrust may [*], [*] or [*] any [*] of the [*], as the case may be, so as to make [*] of the [*] while maintaining [*] of [*] or [*] of the [*] that are material to SSG's then-current or demonstrably anticipated use of such costs technology. If options (a) and fees(b) are not [*] as to such portion: (1) SSG may terminate the licenses granted hereunder in its sole discretion; and (2) to the extent InterTrust used reasonable commercial efforts to obtain a license or modify the technology as set forth in subsections (a) or (b), shall be reimbursed by and InterTrust is reasonably exposed to liability from SSG's or its sublicensee's continued use of such portion of InterTrust Technology, InterTrust may in its discretion terminate the Indemnifying Party as incurred) pursuant licenses granted hereunder with respect to this Agreementsuch portion.

Third Party Claims. ‌ (a) With respect to any Third Party Claim, the Indemnifying Party will be entitled (but not required), at its expense, to participate in or assume the conduct of the negotiations, settlement or defence of the Third Party Claim and, in that event, the Indemnifying Party will reimburse the Indemnified Party for all of the Indemnified Party’s reasonable out-of-pocket expenses incurred in connection with the negotiations, settlement or defence of the Third Party Claim prior to the Indemnifying Party’s assumption of the conduct of the negotiations, settlement or defence of the Third Party Claim. (b) If a claim the Indemnifying Party elects to assume the conduct of the negotiations, settlement or defence of the Third Party Claim, the Indemnifying Party will be entitled to retain counsel on behalf of the Indemnified Party who is acceptable to the Indemnified Party, acting reasonably, to represent the Indemnified Party of that Third Party Claim. In any Third Party Claim for which the Indemnifying Party elects to assume that conduct, the Indemnified Party will have the right to participate in the negotiation, settlement or defence of that Third Party Claim and to retain separate counsel to act on its behalf but the fees and disbursements of that counsel will be at the expense of the Indemnified Party unless: (i) the Indemnified Party determines, acting reasonably and on the written advice of external counsel, that actual or potential conflicts of interests exist which make representation chosen by a third party is made against an the Indemnifying Party not advisable (such as where the named parties to that Third Party Claim include both the Indemnifying Party and the Indemnified Party, and if such the defences available to the Indemnified Party intends are different or in addition to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify those available to the Indemnifying Party); or (ii) the Indemnifying Party in writing has authorized the retention of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices counsel. (c) If the Indemnifying Party's ability , having elected to respond assume that conduct, thereafter fails to or defend the claim. The Indemnifying Third Party shall have thirty (30) days after receipt of such notice to undertake, through counsel of its own choosing and at its own expenseClaim within a reasonable time, the settlement or defense thereofIndemnified Party will be entitled to assume that conduct, and the Indemnifying Party will be bound by the results obtained by the Indemnified Party shall cooperate with it in connection therewith; provided, however, respect to that Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party may participate in such is required by Applicable Law to make a payment to any Person (a “Third Party”) with respect to the Third Party Claim before the completion of settlement negotiations or defense through counsel chosen by such Indemnified Partyrelated legal proceedings, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the will provide prior written consent notice of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If that payment to the Indemnifying Party does not within thirty (30) days and thereafter may make that payment and the Indemnifying Party will, forthwith after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith demand by the Indemnified Party's legal counsel), reimburse the Indemnified Party for that payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which that payment was made, as finally determined, is less than the amount that was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall have will, forthwith after receipt of the right difference from the Third Party, pay the amount of that difference to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this AgreementParty.

Third Party Claims. If a claim by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10Article VIII, such Indemnified Party Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party in writing Party”), of such claims setting forth such claims in reasonable detail; provided, however, that claims. The failure of such Indemnified Party to give provide such notice shall not result in a waiver of its indemnity rights any right to indemnification hereunder except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claimParty is actually materially prejudiced by such failure. The Indemnifying Party shall have thirty (30) 30 days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereofthereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim), and the Indemnified Party shall cooperate with it in connection therewith; provided. Notwithstanding the foregoing, however, that the an Indemnified Party may participate in shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such settlement or defense through counsel chosen by proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, provided and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the fees same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be borne by such Indemnified at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of Notwithstanding the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)foregoing, the Indemnified Party shall have the right to contestpay or settle any such claim; provided that, settle or compromise the claim but in such event, it shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as incurredan unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) pursuant to this Agreementthe only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Party.

Third Party Claims. If a claim by a third (a) A party is made against entitled to indemnification hereunder (an “Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party ”) shall notify promptly notify the indemnifying party (the “Indemnifying Party Party”) in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure the commencement of such Indemnified Party any action or proceeding with respect to give such notice shall not result in which a waiver of its indemnity rights except claim for indemnification may be made pursuant to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewiththis Agreement; provided, however, that the failure of any Indemnified Party may to provide such notice shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent the Indemnifying Party is actually materially prejudiced thereby. In case any claim, action or proceeding is brought against an Indemnified Party and the Indemnified Party notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in such settlement or therein and to assume the defense through thereof, to the extent that it chooses, with counsel chosen by reasonably satisfactory to such Indemnified Party, provided and after notice from the Indemnifying Party to such Indemnified Party that it so chooses, the fees and Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses of such counsel shall be borne subsequently incurred by such Indemnified Party. The Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) calendar days after receiving notice from such Indemnified Party shall not pay that the Indemnified Party believes it has failed to do so, or settle (ii) if such Indemnified Party who is a defendant in any claim without or proceeding which is also brought against the written consent of Indemnifying Party reasonably shall have concluded that there may be one or more legal defenses available to such Indemnified Party which are not available to the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release (iii) if representation of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith both parties by the Indemnified Party's legal counsel)same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the Indemnified Party shall have the right to contest, settle assume or compromise the claim continue its own defense as set forth above (but shall not thereby waive any right to indemnity therefor (and with no more than one firm of counsel for all associated reasonable costs Indemnified Parties in each jurisdiction), and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party shall be liable for any expenses therefor. (b) No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim, (ii) does not include a statement as incurredto or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party and (iii) pursuant does not include any injunctive or other non-monetary relief to this Agreementthe detriment of the Indemnified Party.

Third Party Claims. If the indemnification sought pursuant hereto involves a claim made by a third party is made Third Party against an Indemnified Party, and if such the Indemnified Party intends to seek indemnity with respect thereto under this Section 10(a “Third Party Claim”), such Indemnified Party shall promptly notify the Indemnifying Party shall be entitled to participate in writing the defense of such claims setting forth such claims in reasonable detail; providedThird Party Claim and, howeverif it so chooses, that failure to assume the defense of such Indemnified Third Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices Claim with counsel selected by the Indemnifying Party's ability . Should the Indemnifying Party so elect to respond to or defend assume the claim. The defense of a Third Party Claim, the Indemnifying Party shall have thirty (30) days after receipt of such notice not be liable to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that for any legal expenses subsequently incurred by the Indemnified Party may participate in such settlement or connection with the defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Partythereof. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from assumes such claim (as determined in good faith by the Indemnified Party's legal counsel)defense, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, be represented in the case of such costs defense thereof and feesto employ counsel, shall be reimbursed at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as incurredprovided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, the other party hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) pursuant the provision to this Agreementthe Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms (i) obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, (ii) includes a full release in favor of the Indemnified Party with respect to the Third Party Claim, does not include any admission of liability and contains reasonable provisions maintaining the confidentiality of the settlement, compromise or discharge, and (iii) does not impair the rights of the Indemnified Party. Whether or not the Indemnifying Party shall have assumed 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 will not be unreasonably withheld or delayed.

Third Party Claims. If Promptly after the receipt by any party of notice of any Action by any Third Party, which Action is subject to indemnification under this Agreement, such receiving party (the "INDEMNIFIED PARTY") will give reasonable written notice to the party from whom indemnification is claimed (the "INDEMNIFYING PARTY"). The Indemnified Party will be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a claim reasonable time after the giving of such notice by a third party is made against an the Indemnified Party, and if such (a) admits in writing to the Indemnified Party intends the Indemnifying Party's liability to seek indemnity with respect thereto under this Section 10, such the Indemnified Party shall promptly notify for such Action under the Indemnifying terms of this SECTION 11, (b) notifies the Indemnified Party in writing of the Indemnifying Party's intention to assume such claims setting forth such claims in reasonable detail; provideddefense, however, that failure of such (c) provides evidence reasonably satisfactory to the Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend pay the claim. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertakeamount, through counsel of its own choosing and at its own expenseif any, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that for which the Indemnified Party may be liable as a result of such Action and (d) retains legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The other party will cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance with this Agreement in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such Action, the Indemnified Party will have the right to employ separate counsel and to participate in such (but not control) the defense, compromise or settlement or defense through counsel chosen by such Indemnified Partyof the Action, provided that but the fees and expenses of such counsel shall will be borne at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party or (iii) the Indemnified Party will have been advised by its counsel that there may be one or more defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such Indemnified case that portion of the fees and expenses of such separate counsel that are reasonably related to matters covered by the indemnity provided in this SECTION 11 will be paid by the Indemnifying Party. The No Indemnified Party shall not pay will settle or settle compromise any claim such Action for which it is entitled to indemnification under this Agreement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The No Indemnifying Party will not pay settle or settle compromise any claim unless it contains an unconditional release such Action (A) in which any relief other than the payment of money damages is sought against any Indemnified Party or (B) in the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt case of any Action relating to the Indemnified Party's notice liability for any tax, if the effect of a claim such settlement would be an increase in the liability of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by for the Indemnified Party's legal counsel)payment of any tax for any period beginning after the Closing Date, unless the Indemnified Party shall have the right consents in writing to contest, settle such compromise or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreementsettlement.

Third Party Claims. If a claim by a third party any demand, claim, action or cause of action, suit, proceeding or investigation (collectively, the “Claim”) is made brought against an Indemnified Party, and if such Party for which the Indemnified Party intends to seek indemnity with respect thereto under this Section 10from the other party hereto (the “Indemnifying Party”), then the Indemnified Party within twenty-one (21) days after such Indemnified Party Party's receipt of the Claim, shall promptly notify the Indemnifying Party in writing pursuant to Paragraph “C” of Article “21” of this Agreement which notice shall contain a reasonably thorough description of the nature and amount of the Claim (the “Claim Notice”). The Indemnifying Party shall have the option to undertake, conduct and control the defense of such claims setting forth claim or demand. Such option to undertake, conduct and control the defense of such claims in reasonable detail; provided, however, that claim or demand shall be exercised by notifying the Indemnified Party within ten (10) days after receipt of the Claim Notice pursuant to Paragraph “C” of Article “21” of this Agreement (such notice to control the defense is hereinafter referred to as the “Defense Notice”). The failure of such the Indemnified Party to give such notice notify the Indemnifying Party of the Claim shall not result in a waiver relieve the Indemnifying Party from any liability which the Indemnifying Party may have pursuant to this Article “18” of its indemnity rights this Agreement except to the extent that such failure to notify the Indemnifying Party prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnified Party shall use all reasonable efforts to assist the Indemnifying Party in the vigorous defense of the Claim. All costs and expenses incurred by the Indemnified Party in defending the Claim shall be paid by the Indemnifying Party. If, however, the Indemnified Party desires to participate in any such defense or settlement, it may do so at its sole cost and expense (it being understood that the Indemnifying Party shall have thirty be entitled to control the defense). The Indemnified Party shall not settle the Claim. If the Indemnifying Party does not elect to control the defense of the Claim, within the aforesaid ten (3010) days after receipt day period by proper notice pursuant to Paragraph “C” of such notice to undertakeArticle “21” of this Agreement, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and then the Indemnified Party shall cooperate with it in connection therewithbe entitled to undertake, conduct and control the defense of the Claim (a failure by the Indemnifying Party to send the Defense Notice to the Indemnified Party within the aforesaid ten (10) day period by proper notice pursuant to Paragraph “C” of Article “21” of this Agreement shall be deemed to be an election by the Indemnifying Party not to control the defense of the Claim); provided, however, that the Indemnified Indemnifying Party may shall be entitled, if it so desires, to participate therein (it being understood that in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)circumstances, the Indemnified Party shall have be entitled to control the defense). Regardless of which party has undertaken to defend any claim, the Indemnifying Party may, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand; provided however, that if any settlement would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party, the consent of the Indemnified Party shall be a condition to any such settlement. Notwithstanding the foregoing provisions of this Article “18” of this Agreement, as a condition to the Indemnifying Party either having the right to contestdefend the Claim, settle or compromise having control over settlement as indicated in this Article “18” of this Agreement, the claim but Indemnifying Party shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees whichexecute an agreement, in the case form annexed hereto and made a part hereof as Exhibit “F”, acknowledging its liability for indemnification pursuant to this Article “18” of such costs and fees, shall be reimbursed by this Agreement. Whether the Indemnifying Party as incurred) pursuant shall control and assume the defense of the Claim or only participate in the defense or settlement of the Claim, the Indemnified Party shall give the Indemnifying Party and its counsel access, during normal business hours, to this Agreementall relevant business records and other documents, and shall permit them to consult with its employees and counsel.

Third Party Claims. If a claim (i) Within ten (10) days after receipt by the Indemnified Party of notice of the commencement of any action by a third party is made against an Indemnified Partyin respect of which, and if such successful, the Indemnified Party intends would be entitled to seek indemnity with respect thereto under this Section 10indemnification hereunder (a “Third Party Claim”), such the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing (stating the nature, basis and amount of the claim in reasonable detail), but any failure to so notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, shall not relieve the Indemnifying Party from any liability that failure of such it may have to the Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except other than to the extent that such failure prejudices the Indemnifying Party is actually prejudiced thereby. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party within ten (10) days after the Indemnified Party's ability ’s receipt thereof, copies of all notice and documents (including court papers) received by the Indemnified Party relating to respond to or defend the claim. Third Party Claim. (ii) The Indemnifying Party shall have thirty (30) days after receipt the right to assume control of the defense of the Indemnified Party against the Third Party Claim, or if the Indemnifying Party does not assume such defense, to participate in the defense of such notice to undertake, through counsel of its own choosing and Third Party Claim at its own expense. The Indemnified Party shall have the right to participate in such action or proceeding and to retain its own counsel but the Indemnifying Party shall not be liable for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the settlement Indemnifying Party shall have failed to employ counsel in a timely manner, or defense thereof, and (iii) the Indemnified Party shall cooperate have been advised by legal counsel that having common counsel would present such counsel with a conflict of interest or the defendants in or targets of any such action or proceeding include both an Indemnified Party and an Indemnifying Party and such Indemnified Party reasonably concludes that there may be legal defenses available to it or other Indemnified Parties that are in connection therewithconflict with, or could reasonably be expected to conflict with, those available to the Indemnifying Party; provided, however, that the Indemnified Indemnifying Party may participate shall not, in connection with any one such settlement action or defense through counsel chosen by such Indemnified Partyproceeding or separate but substantially similar actions or proceedings in the same jurisdiction arising out of the same general allegations, provided that be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such counsel action or proceeding. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim: (i) the Indemnified Party shall be borne entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim without the applicable Indemnified Party’s consent; and (iii) the Indemnifying Party shall not be liable to such Indemnified Party hereunder for any legal expenses subsequently incurred by such Indemnified PartyParty in connection with the defense thereof. (iv) The Indemnified Parties from whom the defense was assumed shall reimburse the Indemnifying Party assuming the defense for all legal fees and expenses reasonably incurred in defending against such claim if it is subsequently determined that the Third Party Claim is a claim for which indemnification is not required under this Article XVII. The Indemnified Party shall not pay or settle any claim without obtain the prior written consent approval of the Indemnifying PartyParty before paying, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay discharging, or settle admitting liability or entering into any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice settlement of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due ceasing to an actual or potential conflict arising from defend against such claim (as determined in good faith by with such approval not to be unreasonably withheld or delayed). All of the applicable Indemnified Party's legal counsel), and Indemnifying Parties shall cooperate with the Indemnified Party shall have assuming the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, defense in the case defense thereof. Such cooperation shall include the retention and the provision, to the Party assuming the defense, of records and information, which are reasonably relevant to such costs Third Party Claim, and fees, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Party assuming the defense shall be reimbursed by keep the applicable Indemnified and Indemnifying Party as incurred) pursuant to this AgreementParties fully informed regarding the progress and status thereof.

Third Party Claims. If a claim by a third party With respect to any Third Party Claim, provided such Claim is made against solely in respect of money damages and does not seek any injunctive or other equitable relief and settlement of, or an adverse judgment with respect to, such Claim is not, in the reasonable judgment of the Indemnified Party, and if such Indemnified Party intends likely to seek indemnity with respect thereto under this Section 10establish a precedent, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except custom or practice adverse to the extent that such failure prejudices continuing business interests of the Indemnifying Indemnified Party's ability to respond to or defend , the claim. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertakethe right, through counsel of its own choosing and at its own expense, the settlement or defense thereof, expense and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not providing notice within thirty (30) days after of receiving notice of such Third Party Claim, to participate in or assume control of the receipt negotiation, settlement or defence of the Claim and, in such event, the Indemnifying Party shall reimburse the Indemnified Party for all of the Indemnified Party's notice ’s reasonable out-of-pocket expenses as a result of a claim of indemnity hereunder undertake such participation or assumption. If the defense thereof or if the Indemnified Indemnifying Party must obtain separate legal counsel due elects to an actual or potential conflict arising from assume such claim (as determined in good faith by the Indemnified Party's legal counsel)control, the Indemnified Party shall have the right to contestparticipate in the negotiation, settle settlement or defence of such Third Party Claim and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences). Upon assumption of control by the Indemnifying Party: (i) the Indemnifying Party shall actively and diligently proceed with the defence, compromise or settlement of the claim but Claim at its sole cost and expense, retaining counsel reasonably satisfactory to the Indemnified Party Person; the Indemnifying Party shall keep the Indemnified Party fully advised with respect to the status of the Claim (including supplying copies of all relevant documents promptly as they become available) and shall arrange for its counsel to inform the Indemnified Party on a regular basis of the status of the Claim; and (iii) the Indemnifying Party shall not thereby waive consent to the entry of any right judgment or enter into any settlement with respect to indemnity therefor the Claim unless consented to by the Indemnified Party (and for all associated which consent may not be unreasonably or arbitrarily withheld or delayed). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable costs and attorney's fees whichtime, in the case of such costs and fees, Indemnified Party shall be reimbursed entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any person with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount that was paid by the Indemnifying Party as incurred) pursuant to this Agreementthe Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party.

Third Party Claims. (a) If a claim claim, action, suit or proceeding by a third party (a “Third Party Claim”) is made against any Person entitled to indemnification pursuant to Section 9.2 or Section 9.10 (an “Indemnified Party”), and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10Article IX, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of the Party obligated to indemnify such Indemnified Party (or, in the case of a Parent Indemnitee seeking indemnification pursuant to give Section 9.2(a), such notice Parent Indemnitee shall promptly notify in writing the Stakeholder Representative) (such notified party, the “Responsible Party”) of such claims; provided that the failure to so notify shall not result in a waiver relieve the Responsible Party of its indemnity rights obligations hereunder, except to the extent (and only to the extent) that such failure prejudices the Indemnifying Party's ability to respond to or defend the claimResponsible Party is actually prejudiced thereby. The Indemnifying Party shall have Within thirty (30) days after of receipt of such notice to undertake, through counsel of its own choosing and at its own expensea Third Party Claim, the settlement or Responsible Party shall have the right to assume the conduct and control of the defense thereof; provided that such assumption and control shall occur only if (i) the Third Party Claim involves solely a claim for monetary damages (provided that if the Third Party Claim seeks an order, and injunction or other equitable relief or relief for other than monetary damages against the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party reasonably determines, after conferring with its outside counsel, can be readily separated from any related claim for monetary damages, the Responsible Party shall be entitled to assume the control of the defense of the portion relating to monetary damages), (ii) the Responsible Party acknowledges in writing its irrevocable and unconditional obligation to indemnify the Indemnified Party hereunder (subject to the limitations set forth in this Article IX), (iii) the defense of such Third Party Claim by the Responsible Party would not reasonably be expected to adversely affect the Indemnified Party’s relationship with any of the Material Customers and (iv) in the case of a Parent Indemnitee seeking indemnification, taking into account all other pending claims for indemnification, the provisions of this Article IX relating to the Escrow Account would not reasonably be expected to prevent any Parent Indemnitee from being fully indemnified (subject to the limitations set forth in this Article IX) with the then remaining funds in the Escrow Account with respect to such Third Party Claim in the event of an adverse determination. Such conduct or control shall be at the expense of the Responsible Party. The Indemnified Party shall reasonably cooperate with the Responsible Party in connection therewith, and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the Responsible Party and its agents and representatives to records and information which have been identified by the Indemnified Party as being reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through separate counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party unless (A) the employment thereof has been specifically authorized by the Responsible Party in writing, (B) there exists a conflict of interest between the interests of the Indemnified Party and the Responsible Party, or (C) the Responsible Party has failed to diligently pursue the defense and employ counsel. The So long as the Responsible Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without the written consent of the Indemnifying Responsible Party’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of Notwithstanding the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)foregoing, the Indemnified Party shall have the right to contestpay or settle any such claim (whether or not appropriate notice has been given by the Indemnified Party) related solely to money damages, settle or compromise the claim but provided that in such event it shall not thereby waive any right to indemnity therefor by the Responsible Party or from the Escrow Account, as the case may be, for such claim. The Responsible Party shall not, except with the consent of the Indemnified Party, enter into any settlement or otherwise compromise or discharge any Third Party Claim. (and for all associated reasonable costs and attorney's fees which, b) All of the Parties shall reasonably cooperate in the case defense or prosecution of any Third Party Claim in respect of which indemnity may be sought hereunder and shall furnish such costs records, information and feestestimony, shall and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreementreasonably requested in connection therewith.

Third Party Claims. If a claim Promptly after the receipt by any party entitled to indemnification (the "Indemnified Party") pursuant to this Article VI of notice of the commencement of any action against such Indemnified Party by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10party, such Indemnified Party shall promptly notify if a claim with respect thereto is to be made against any party obligated to provide indemnification (the "Indemnifying Party") pursuant to this Article VI, give such Indemnifying Party in writing of such claims setting forth such claims written notice thereof in reasonable detail; provided, however, that failure detail in light of the circumstances then known to such Indemnified Party Party. The failure to give such notice shall not result in a waiver of its indemnity rights relieve any Indemnifying Party from any obligation hereunder except where, and then solely to the extent that that, such failure actually and materially prejudices the rights of such Indemnifying Party's ability to respond to or defend the claim. The Such Indemnifying Party shall have thirty (30) days after receipt of the right to defend such notice to undertakeclaim, through at such Indemnifying Party's expense and with counsel of its own choosing and at its own expense, choice reasonably satisfactory to the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses Indemnifying Party conducts the defense of such counsel shall be borne by claim actively and diligently. If the Indemnifying Party assumes the defense of such Indemnified Party. The claim, the Indemnified Party shall agrees to reasonably cooperate in such defense so long as the Indemnified Party is not pay materially prejudiced thereby. So long as the Indemnifying Party is conducting the defense of such claim actively and diligently, the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim, and neither any Indemnifying Party nor any Indemnified Party will consent to the entry of any judgment or settle enter into any settlement with respect to such claim without the prior written consent of the Indemnifying Partyother, which consent shall will not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of In the Indemnified Party. If event the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake or ceases to conduct the defense thereof or if of such claim actively and diligently, (x) the Indemnified Party must obtain separate legal counsel due may defend against, and consent to an actual the entry of any judgment or potential conflict arising from enter into any settlement with respect to, such claim in any manner it may reasonably deem to be appropriate, (as determined in good faith by y) the Indemnified Party's legal counsel), Indemnifying Party will reimburse the Indemnified Party shall have promptly and periodically for the right to contestcosts of defending against such claim, settle or compromise the claim but shall not thereby waive any right to indemnity therefor including attorneys' fees and expenses, and (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by z) the Indemnifying Party will remain responsible for any Losses the Indemnitee may suffer as incurred) pursuant a result of such claim to the full extent provided in this AgreementArticle VI. If the Company shall fail to diligently prosecute any proceeding or action to recover Tax Savings or any benefit related to the Executive Option Exercise or the Executive Bonuses, the stockholders shall be permitted to pursue the same for and on behalf of the Company.

Third Party Claims. (a) If any third Person notifies an Indemnified Party with respect to any matter that gives rise to a claim by a third party is made for indemnification against an Indemnified Party, and if such Indemnified the Indemnifying Party intends to seek indemnity with respect thereto under this Section 10Article IX, such then the Indemnified Party shall promptly transmit to the Indemnifying Party a Claim Notice relating to such Third Party Claim. The failure to give notice in a timely manner as required by the preceding sentence will not negate or otherwise affect the indemnification obligation of the Indemnifying Party except: (i) to the extent, if any, the Indemnifying Party is actually prejudiced by the failure to give such timely notice, and (ii) as provided in Section 9.09. Prior to the expiration of the 45-day period following the Indemnifying Party's receipt of such notice (the "Election Period"), the Indemnifying Party shall notify the Indemnified Party: (i) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article IX, with respect to such Third Party Claim; and (ii) whether the Indemnifying Party elects, at the sole cost and expense of such Indemnifying Party, to defend the Indemnified Party against such Third Party Claim. (b) If an Indemnifying Party notifies an Indemnified Party within the Election Period that the Indemnifying Party does not dispute its potential liability to the Indemnified Party under this Article IX and that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party will have the right to defend, at its sole cost and expense, such Third Party Claim by all appropriate proceedings, and the Indemnifying Party must prosecute the proceedings to a final conclusion or settle the proceedings at the discretion of the Indemnifying Party in writing accordance with this Section 9.07(b). The Indemnifying Party will have full control of such claims setting forth such claims in reasonable detaildefense and proceedings, including any compromise or settlement thereof; providedprovided that, howeverwithout the consent of the Indemnified Party, that failure the Indemnifying Party may not admit or stipulate the liability of such any Indemnified Party or bind a party to give such notice shall not result in a waiver of an injunction or any material future obligation or restriction. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its indemnity rights except to the extent that such failure prejudices counsel at the Indemnifying Party's ability expense in contesting any Third Party Claim that the Indemnifying Party elects to respond to or defend the claimcontest. The Indemnified Party has the right to participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.07(b) and shall have thirty (30) days after receipt of such notice to undertake, through counsel of bear its own choosing costs and at its own expenseexpenses with respect to any such participation. (c) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9.07 above, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate defend itself against the Third Party Claim in such settlement or defense through counsel chosen by such Indemnified Party, provided that any manner it reasonably may deem appropriate. In no event will the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay consent to the entry of any judgment or settle enter into any claim settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (which consent shall will not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim ), unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due waives indemnification with respect to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), the Indemnified Third Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (Claim so settled and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreementadjudicated.

Third Party Claims. If a In the case of any claim asserted by a third party is made against an any Person entitled to indemnification under this Agreement (the “Indemnified Party”), and if notice shall be given by the Indemnified Party to the applicable Seller Parties or Buyer, as the case may be (the “Indemnifying Party”) promptly after such Indemnified Party intends has actual knowledge of any claim as to seek which indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereofmay be sought, and the Indemnified Party shall cooperate with it in connection therewithpermit the Indemnifying Party (at the expense of the Indemnifying Party) to assume the defense of any claim or any litigation resulting therefrom; provided, however, that that: (a) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party; (b) the Indemnified Party may participate in such settlement or defense through counsel chosen by at such Indemnified Party’s expense; and (c) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the Indemnifying Party and the Indemnifying Party is actually prejudiced as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, provided the Indemnifying Party, in the defense of any such claim or litigation, shall not consent to entry of any judgment or order, interim or otherwise, 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 a release from all liability with respect to such claim or litigation. In the event that the fees and expenses Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject 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 liability or, if the Buyer is the Indemnified Party, the ability of the Buyer to conduct the business conducted by the Company, 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 counsel claim or any litigation relating thereto, the Indemnified Party shall be borne by have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party; provided, however, that if the Indemnified Party. The Party does so take over and assume control, the Indemnified Party shall not pay settle such claim or settle any claim litigation without the written consent of the Indemnifying Party, which such consent shall not to be unreasonably withheld, conditioned or delayed. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of In the Indemnified Party. If event that the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake accept the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (of any matter as determined in good faith by the Indemnified Party's legal counsel)above provided, the Indemnified Party shall have the full right to contest, defend against any such claim or demand and shall be entitled to settle or compromise the agree to pay in full such claim but shall not thereby waive or demand. In any right to indemnity therefor (and for all associated reasonable costs and attorney's fees whichevent, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this AgreementArticle 8 and the records of each shall be available to the other with respect to such defense. Notwithstanding the foregoing, the Indemnifying Party shall still provide indemnification to the Indemnified Party.

Third Party Claims. If a claim Promptly after receipt by a third Party entitled to indemnification hereunder (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding by a third-party is made against an Indemnified Partywith respect to any matter referred to in Section 8.2 or Section 8.3 (a “Third Party Claim”), the Indemnitee shall give written notice thereof to the party obligated to indemnify Indemnitee (the “Indemnitor”), which notice shall include a description of the Third Party Claim, the amount thereof (if known and quantifiable) and the basis for the Third Party Claim, and if such Indemnified Party intends to seek indemnity thereafter shall keep the Indemnitor reasonably informed with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detailthereto; provided, however, that failure of such Indemnified Party the Indemnitee to give such the Indemnitor notice as provided herein shall not result in a waiver relieve the Indemnitor of its indemnity rights obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. Any Indemnitor shall be entitled to participate in the defense of any Proceeding giving rise to Third Party Claim at such failure prejudices Indemnitor’s expense, and at its option (subject to the Indemnifying Party's ability limitations set forth below) shall be entitled to respond assume the defense thereof by appointing a nationally recognized and reputable counsel reasonably acceptable to or defend the claim. The Indemnifying Party Indemnitee to be the lead counsel in connection with such defense; provided, however, that: (i) the Indemnitee shall have thirty (30) days after receipt be entitled to participate in the defense of such notice Third Party Claim and to undertake, through employ counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewithchoice for such purpose; provided, however, that the Indemnified Party may participate in fees and expenses of such settlement or separate counsel shall be borne by the Indemnitee (other than any fees and expenses of such separate counsel that are incurred prior to the date the Indemnitor effectively assumes control of such defense through counsel chosen which, notwithstanding the foregoing, shall be borne by such Indemnified Partythe Indemnitor, provided and except that the Indemnitor shall pay all of the fees and expenses of such separate counsel shall be borne if the Indemnitee has been advised by such Indemnified Party. The Indemnified Party counsel that a reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnitee); (ii) the Indemnitor shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnitee) and shall pay the fees and expenses of counsel retained by the Indemnitee if (1) the claim for indemnification relates to or settle arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (2) the Indemnitee reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim without giving rise to such claim for indemnification would be detrimental to or injure the Indemnitee’s reputation or future business prospects; (3) the claim seeks an injunction or equitable relief against the Indemnitee; (4) the Indemnitee has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnitee; or (5) upon petition by the Indemnitee, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such claim; and (iii) if the Indemnitor shall control the defense of any such claim, the Indemnitor shall obtain the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle Indemnitee before entering into any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice settlement of a claim or ceasing to defend such claim if, pursuant to or as a result of indemnity hereunder undertake such settlement or cessation, injunctive or other equitable relief will be imposed against the defense thereof Indemnitee or if such settlement does not expressly and unconditionally release the Indemnified Party must obtain separate legal counsel due Indemnitee from all liabilities and obligations with respect to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)claim, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreementwithout prejudice.

Third Party Claims. If a claim by a third party any demand, claim, action or cause of action, suit, proceeding or investigation (collectively, the “Claim”) is made brought against an Indemnified Party, and if such Party for which the Indemnified Party intends to seek indemnity with respect thereto under this Section 10from the other party hereto (the "Indemnifying Party"), then the Indemnified Party within twenty-one (21) days after such Indemnified Party Party's receipt of the Claim, shall promptly notify the Indemnifying Party in writing pursuant to Paragraph “C” of Article “20” of this Agreement which notice shall contain a reasonably thorough description of the nature and amount of the Claim (the "Claim Notice"). The Indemnifying Party shall have the option to undertake, conduct and control the defense of such claims setting forth claim or demand. Such option to undertake, conduct and control the defense of such claims in reasonable detail; provided, however, that claim or demand shall be exercised by notifying the Indemnified Party within ten (10) days after receipt of the Claim Notice pursuant to Paragraph “C” of Article “20” of this Agreement (such notice to control the defense is hereinafter referred to as the “Defense Notice”). The failure of such the Indemnified Party to give such notice notify the Indemnifying Party of the Claim shall not result in a waiver relieve the Indemnifying Party from any liability which the Indemnifying Party may have pursuant to this Article “18” of its indemnity rights this Agreement except to the extent that such failure to notify the Indemnifying Party prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnified Party shall use all reasonable efforts to assist the Indemnifying Party in the vigorous defense of the Claim. All costs and expenses incurred by the Indemnified Party in defending the Claim shall be paid by the Indemnifying Party. If, however, the Indemnified Party desires to participate in any such defense or settlement, it may do so at its sole cost and expense (it being understood that the Indemnifying Party shall have thirty be entitled to control the defense). The Indemnified Party shall not settle the Claim. If the Indemnifying Party does not elect to control the defense of the Claim, within the aforesaid ten (3010) days after receipt day period by proper notice pursuant to Paragraph “C” of such notice to undertakeArticle “20” of this Agreement, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and then the Indemnified Party shall cooperate with it in connection therewithbe entitled to undertake, conduct and control the defense of the Claim (a failure by the Indemnifying Party to send the Defense Notice to the Indemnified Party within the aforesaid ten (10) day period by proper notice pursuant to Paragraph “C” of Article “20” of this Agreement shall be deemed to be an election by the Indemnifying Party not to control the defense of the Claim); provided, however, that the Indemnified Indemnifying Party may shall be entitled, if it so desires, to participate therein (it being understood that in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)circumstances, the Indemnified Party shall have be entitled to control the defense). Regardless of which party has undertaken to defend any claim, the Indemnifying Party may, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand; provided however, that if any settlement would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party, the consent of the Indemnified Party shall be a condition to any such settlement. Notwithstanding the foregoing provisions of this Article “18” of this Agreement, as a condition to the Indemnifying Party either having the right to contestdefend the Claim, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees whichhaving control over settlement as indicated in this Article “18” of this Agreement, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) shall execute an agreement acknowledging its liability for indemnification pursuant to this Article “18” of this Agreement. Whether the Indemnifying Party shall control and assume the defense of the Claim or only participate in the defense or settlement of the Claim, the Indemnified Party shall give the Indemnifying Party and its counsel access, during normal business hours, to all relevant business records and other documents, and shall permit them to consult with its employees and counsel.

Third Party Claims. If a In the event any claim by a third party is made against or demand in respect of which an Indemnified Party, and if Party might seek indemnity under Section 9.1 (Indemnification) is asserted against or sought to be collected from such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such by a Person other than an ECP Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such or an ADA-ES Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying (“Third Party shall have thirty (30) days after receipt of such notice to undertakeClaim”), through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate deliver a Claim Notice with it in connection therewithreasonable promptness to the Indemnifying Party; provided, however, that the failure of the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided to give notice shall not relieve the Indemnifying Party of its obligations under this Article IX except to the extent that the fees and expenses of such counsel Indemnifying Party shall be borne by such Indemnified Partyhave been materially prejudiced thereby. The Indemnifying Party will notify the Indemnified Party shall not pay or settle any claim without as soon as practicable within the written consent Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 9.1 (Indemnification) and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. (i) If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to Section 9.2(a), then the Indemnifying Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent shall of the Indemnified Party, such consent not to be unreasonably withheld). The Indemnifying Party will not pay have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that (x) the Indemnifying Party’s counsel is reasonably satisfactory to the Indemnified Party, (y) the Indemnifying Party shall thereafter consult with the Indemnified Party upon the Indemnified Party’s reasonable request for such consultation from time to time with respect to such claim, suit, action or settle any claim unless it contains an unconditional release proceeding and (z) the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this Section 9.2(a)(i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests. If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may retain separate counsel to represent it in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.2(a)(i), and the Indemnified Party will bear its own costs and expenses with respect to such separate counsel except as provided in the preceding sentence and except that the Indemnifying Party will pay the costs and expenses of such separate counsel if (A) in the Indemnified Party’s good faith judgment, it is advisable, based on advice of counsel, for the Indemnified Party to be represented by separate counsel because a conflict or potential conflict exists between the Indemnifying Party and Indemnified Party which makes representation of both parties inappropriate under applicable standards of professional conduct or (B) the named parties to such Third Party Claim include both the Indemnifying Party and the Indemnified Party and the Indemnified Party determines in good faith, based on advice of counsel, that defenses are available to it that are unavailable to the Indemnifying Party. Notwithstanding the foregoing, the Indemnified Party may retain or take over the control of the defense or settlement of any Third Party Claim the defense of which the Indemnified Party has elected to control if the Indemnified Party irrevocably waives its right to indemnity under Section 9.1 (Indemnification) with respect to such Third Party Claim. (ii) The Indemnified Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Party to a final conclusion or will be settled at the discretion of the Indemnified Party (i) any Third Party Claim with respect to any Existing Action or Proceeding and (ii) any Third Party Claim for which the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend such Third Party Claim pursuant to Section 9.2(a), or for which the Indemnifying Party gives such notice but fails to prosecute diligently or settle such Third Party Claim. The Indemnified Party will have full control of such defense and proceedings, including any settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). Notwithstanding the foregoing provisions of this Section 9.2(a)(ii), except with respect to any Existing Action or Proceeding, if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 9.2(a)(ii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party will reimburse the Indemnifying Party in full for all reasonable third party costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may retain separate counsel to represent it in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 9.2(a)(ii), and the Indemnifying Party will bear its own costs and expenses with respect to such participation. (iii) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to the Indemnified Party with respect to the Third Party Claim under Section 9.1 (Indemnification) or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim, the Loss arising from such Third Party Claim will be conclusively deemed a liability of the Indemnifying Party under Section 9.1 (Indemnification) and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand following the final determination thereof. If the Indemnifying Party does not within thirty (30) days after has timely disputed its liability with respect to such claim, the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if Indemnifying Party and the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined will proceed in good faith by the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case negotiate a resolution of such costs dispute, and feesif not resolved through negotiations within the Resolution Period, such dispute shall be reimbursed resolved by the Indemnifying Party as incurred) pursuant to this Agreementlitigation in a court of competent jurisdiction.

Third Party Claims. If the indemnification sought pursuant hereto involves a claim made by a third party is made against an Indemnified Party, and if such the Indemnified Party intends to seek indemnity with respect thereto under this Section 10(a “Third Party Claim”), such Indemnified Party shall promptly notify the Indemnifying Party will be entitled to participate in writing the defense of such claims setting forth Third Party Claim and, if it so chooses, to assume the defense of such claims in reasonable detailThird Party Claim with counsel selected by the Indemnifying Party; provided, however, that failure the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if the Third Party Claim relates to give such notice shall or arises in connection with any criminal proceeding, action, indictment, allegation or investigation. Should the Indemnifying Party be permitted and so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not result be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in a waiver of its indemnity rights except connection with the defense thereof unless and to the extent that such failure prejudices a conflict arises between the interests of the Parties. If the Indemnifying Party's ability Party assumes such defense, the Indemnified Party will have the right to respond participate in the defense thereof and to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertakeemploy counsel, through counsel of its own choosing and at its own expense, separate from the settlement or defense thereofcounsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party shall for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party will have failed to give notice of the Third Party Claim as provided above) or in the event of a conflict of interest between the Parties. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, each of the Parties hereto will cooperate with it in the defense or prosecution thereof. Such cooperation will include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection therewithwith such Third Party Claim; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contestconsent to any such settlement, settle compromise or compromise discharge that (x) would materially adversely affect the claim but shall rights granted to the Indemnified Party hereunder, (y) would materially conflict with the terms of this Agreement or (z) would materially adversely affect the Products outside the Territory. Whether or not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreementwill have assumed the defense of a Third Party Claim, the Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Third Party Claims. If In the case of a claim by a third party is made against an Indemnified PartyThird Party Claim, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertakethe right, through counsel of its own choosing and at its own expense, to participate in or assume control of the negotiation, settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent defence of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified PartyClaim. If the Indemnifying Party does not within thirty (30) days after elects to assume such control, the receipt Indemnifying Party shall reimburse the Indemnified Party for all of the Indemnified Party's notice out-of-pocket expenses incurred as a result of a claim of indemnity hereunder undertake the defense thereof such participation or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), the assumption. The Indemnified Party shall have the right to contestparticipate in the negotiation, settle settlement or compromise defence of such Third Party Claim and to retain counsel to act on its behalf, provided that the claim but fees and disbursements of such counsel shall not thereby waive be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel at its expense or unless the named parties to any right action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to indemnity therefor the actual or potential differing interests between them (such as the availability of different defences). The Indemnified Party shall cooperate with the Indemnifying Party so as to permit the Indemnifying Party to conduct such negotiation, settlement and defence and for this purpose shall preserve all associated relevant documents in relation to the Third Party Claim, allow the Indemnifying Party access on reasonable costs notice to inspect and attorney's fees whichtake copies of all such documents and require its personnel to provide such statements as the Indemnifying Party may reasonably require and to attend and give evidence at any trial or hearing in respect of the Third Party Claim. If, having elected to assume control of the negotiation, settlement or defence of the Third Party Claim, the Indemnifying Party thereafter fails to conduct such negotiation, settlement or defence with reasonable diligence, then the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. If any Third Party Claim is of a nature such that (i) the Indemnified Party is required by Applicable Law or the order of any court, tribunal or regulatory body having jurisdiction, or (ii) it is necessary in the reasonable view of the Indemnified Party acting in good faith and in a manner consistent with reasonable commercial practices, in respect of (A) a Third Party Claim by a customer relating to products or services supplied by the Business or (B) a Third Party Claim relating to any Contract which is necessary to the ongoing operations of the Business or any material part thereof in order to avoid material damage to the relationship between the Indemnified Party and any of its major customers or to preserve the rights of the Indemnified Party under such an essential Contract, to make a payment to any person (a "THIRD PARTY") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, as the case may be, then the Indemnified Party may make such payment and the Indemnifying Party shall, promptly after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such costs and feesa payment was made, shall be reimbursed as finally determined, is less than the amount which was paid by the Indemnifying Party as incurred) pursuant to this Agreementthe Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. If such a payment, by resulting in settlement of the Third Party Claim, precludes a final determination of the merits of the Third Party Claim and the Indemnified Party and the Indemnifying Party are unable to agree whether such payment was unreasonable in the circumstances having regard to the amount and merits of the Third Party Claim, then such dispute shall be referred to and finally settled by binding arbitration from which there shall be no appeal.

Third Party Claims. If a claim by (a) In the event an Indemnified Party becomes aware of a third party is made against an Indemnified Party, and if such claim that the Indemnified Party intends to seek indemnity with respect thereto under this Section 10reasonably believes may result in a demand for indemnification hereunder (a “Third Party Claim”), such the Indemnified Party shall promptly notify the Indemnifying Party in writing Parties of such claims setting forth claim, and the Indemnifying Parties shall be entitled, at their expense, to participate in, but not to determine or conduct, the defense of such claims in reasonable detailclaim; provided, however, that failure no delay on the part of such the Indemnified Party to give such notice in notifying the Indemnifying Parties shall not result in a waiver of its indemnity rights except relieve the Indemnifying Parties from any obligation hereunder unless (and then solely to the extent that such failure prejudices extent) the Indemnifying Party's ability Parties are thereby prejudiced. (b) Notwithstanding anything contained in Section 9.5(a) above, the Indemnifying Parties will have the right to respond defend any Indemnified Party against the Third Party Claim with counsel of their choice reasonably satisfactory to the Indemnified Party if (A) the Indemnified Party is negligently conducting the defense of the Third Party Claim or (B) so long as (i) the Indemnifying Parties notify the Indemnified Party in writing within 30 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Parties will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Parties provide the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Parties will have the financial resources to defend against the claimThird Party Claim and fulfill their indemnification obligations hereunder, (iii) the Third Party Claim involves only monetary damages and does not seek an injunction or other equitable relief against Buyer or any successor-in-interest of Buyer to the Profiler Business, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Buyer or any successor-in-interest of Buyer to the Profiler Business, likely to establish a precedential custom or practice that could be materially adverse to the continuing business interests of the Indemnified Party (such materiality in its good faith judgment), and (v) the Indemnifying Parties are not negligent in their conduct of the defense of the Third Party Claim. The Indemnifying Parties will not consent to the entry of a judgment or enter into any settlement agreement with respect to a Third Party shall have thirty Claim without the prior written consent of the Indemnified Party, unless such judgment or settlement includes a full release of the Indemnified Party in respect of all indemnifiable Damages resulting therefrom, related thereto or arising therefrom. (30c) days after receipt In the event any of such notice the conditions in Section 9.5(b)(B) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to undertake, through counsel the entry of its own choosing and at its own expenseany judgment or enter into any settlement with respect to, the settlement or defense thereof, Third Party Claim in any manner it may deem appropriate (and the Indemnified Party shall cooperate with it need not consult with, or obtain any consent from, the Indemnifying Parties in connection therewith), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable legal fees and expenses), and (iii) the Indemnifying Parties will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article IX; provided, however, that the Indemnified Party may participate notwithstanding anything contained in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counselthis Section 9.5(c), the Indemnified Party Indemnifying Parties shall have be entitled, at their expense, to participate in, but not determine or conduct, the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case defense of such costs and fees, shall be reimbursed by the Indemnifying Third Party as incurred) pursuant to this AgreementClaim.

Third Party Claims. If a claim by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. (1) The Indemnifying Party shall have thirty (30) days after receipt the right to conduct at its expense the defense of such a Third Party Claim, upon delivery of notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party (the "Defense Notice") within 20 days after the Indemnifying Party's receipt of the Claim Notice; provided that the Defense Notice shall cooperate with it in connection therewith; providedspecify the counsel the Indemnifying Party will appoint to defend such Third Party Claim and acknowledge, howeverwithout qualification, that the right of the Indemnified Party may participate to be indemnified for Losses incurred in connection with such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified PartyThird Party Claim. The Indemnified Party shall be entitled to be indemnified for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not pay or settle assumed the defense of any claim without such Third Party Claim in accordance herewith. If the written consent Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), and the Indemnified Party shall have the right at its expense to contestparticipate in the defense assisted by counsel of its own choosing. (2) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (i) such Indemnity Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim, or (iii) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable fees and expenses of one counsel (in addition to any required local counsel). (3) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (i) settle or compromise a Third Party Claim or consent to the claim but shall entry of any Order which does not thereby waive include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim; (ii) settle or compromise any right Third Party Claim if the settlement imposes equitable remedies or other obligations on the Indemnified Party; or (iii) settle or compromise any Third Party Claim if the result is to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in admit civil or criminal liability or culpability on the case part of such costs and fees, shall be reimbursed the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party as incurred) pursuant in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to this Agreementbe unreasonably withheld, conditioned or delayed).

Third Party Claims. (a) If a claim an Indemnitee shall receive notice of the assertion by a third third-party is made against an Indemnified Partyof any claim, and if or of the commencement by any such Indemnified Party intends to seek indemnity Person of any Action, with respect thereto under to which an indemnifying party may be obligated to provide indemnification to such Indemnitee pursuant to this Section 10Agreement (collectively, a “Third-Party Claim”), such Indemnified Party Indemnitee shall promptly notify the Indemnifying Party in writing of give such claims setting forth such claims in reasonable detailindemnifying party prompt written notice thereof; provided, however, that any failure to provide such prompt notice of the event giving rise to such Indemnified Party claim to give such notice the indemnifying party shall not result in a waiver affect the Indemnitee’s right to indemnification pursuant to this Article V or relieve the indemnifying party of its indemnity rights obligations under this Article V except to the extent that such failure prejudices results in a lack of actual notice of the Indemnifying Party's ability event giving rise to respond such claim to the indemnifying party and such indemnifying party actually incurs an incremental expense or defend otherwise has been materially prejudiced as a result of such delay. Any such notice shall describe the claimThird-Party Claim in reasonable detail, including, if known, the amount of the Indemnifiable Loss for which indemnification may be available or a good faith estimate thereof. (b) An indemnifying party may elect (but is not required) to assume the defense of and defend, at such indemnifying party’s own expense and by such indemnifying party’s own counsel (provided such counsel is reasonably acceptable to the indemnified party), any Third-Party Claim. The Indemnifying Within 30 days after the receipt of notice from an Indemnitee in accordance with Section 5.06(a), the indemnifying party shall notify the Indemnitee of its election whether the indemnifying party will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions. After notice from an indemnifying party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have thirty (30) days after receipt the right to participate in the defense, compromise, or settlement thereof, but, as long as the indemnifying party pursues such defense, compromise or settlement with reasonable diligence, the fees and expenses of such notice Indemnitee incurred in participating in such defense shall be paid by the Indemnitee. (c) If an indemnifying party elects not to undertakeassume responsibility for defending a Third-Party Claim, through counsel or fails to notify an Indemnitee of its own choosing election as provided in Section 5.06(b), such Indemnitee may defend such Third-Party Claim at the cost and at its own expense, expense of the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewithindemnifying party; provided, however, that the Indemnified indemnifying party may thereafter assume the defense of and defend such Third-Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that Claim upon notice to the fees Indemnitee (but the cost and expenses expense of such counsel Indemnitee in defending such Third-Party Claim incurred from the last day of the notice period under Section 5.06(b) until such date as the indemnifying party shall assume the defense of such Third-Party Claim shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith paid by the Indemnified Party's legal counselindemnifying party). (d) If an indemnifying party elects not to assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnitee of its election as provided in Section 5.06(b), the Indemnified Party and has not thereafter assumed such defense as provided in Section 5.06(c), such Indemnitee shall have the right to contest, settle or compromise such Third-Party Claim, and any such settlement or compromise made or caused to be made of such Third-Party Claim in accordance with this Article V shall be binding on the claim but indemnifying party, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnitee shall not thereby waive any right compromise or settle a Third-Party Claim without the express prior written consent of the indemnifying party (not to indemnity therefor (and for all associated reasonable costs and attorney's fees whichbe unreasonably withheld or delayed); provided, however, that such prior written consent shall not be required in the case of any such costs compromise or settlement if and feesonly if the compromise or settlement includes, as part thereof, a full and unconditional release by the plaintiff or claimant of the Indemnitee and the indemnifying party from all Liability with respect to such Third-Party Claim and does not require the indemnifying party to be subject to any non-monetary remedy. (e) The indemnifying party shall have the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 5.06(b) or Section 5.06(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article V shall be reimbursed binding on the Indemnitee, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the indemnifying party shall not have the right to admit Liability on behalf of the Indemnitee and shall not compromise or settle a Third-Party Claim in each case without the express prior written consent of the Indemnitee (not to be unreasonably withheld or delayed); provided, however, that such prior written consent shall not be required in the case of any such compromise or settlement if and only if the compromise or settlement includes, as a part thereof, a full and unconditional release by the Indemnifying plaintiff or claimant of the Indemnitee from all Liability with respect to such Third-Party as incurred) pursuant Claim and does not require the Indemnitee to make any payment that is not fully indemnified under this AgreementAgreement or to be subject to any non-monetary remedy.

Third Party Claims. If a claim (a) Promptly after the receipt by a any party hereto of notice of any claim, action, suit or proceeding of any third party which is made against an Indemnified Party, and if such Indemnified Party intends subject to seek indemnity with respect thereto under this Section 10indemnification hereunder, such Indemnified Party party ("INDEMNIFIED PARTY") shall promptly notify the Indemnifying Party in writing give written notice of such claims setting forth such claims in reasonable detail; providedclaim to the party obligated to provide indemnification hereunder ("INDEMNIFYING Party"), however, that failure stating the nature and basis of such claim and the amount thereof, to the extent known. Failure of the Indemnified Party to give such notice shall not result in a waiver relieve the Indemnifying Party from any liability which it may have on account of its indemnity rights indemnification obligation or otherwise, except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. Party is materially prejudiced thereby. (b) The Indemnifying Party shall have thirty (30) days after receipt be entitled to elect to participate in the defense of and, if it so chooses, to assume the defense of such notice claim, action, suit or proceeding with counsel selected by the Indemnifying Party and reasonably satisfactory to undertakethe Indemnified Party. Upon any such election by the Indemnifying Party to assume the defense of such claim, through action, suit or proceeding, the Indemnifying Party shall not be liable for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, PROVIDED, HOWEVER, that (i) if the Indemnified Party shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, then the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own choosing behalf, at the expense of the Indemnifying Party and (ii) the Indemnified Party may, at its option and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through and employ counsel chosen separate from the counsel employed by such Indemnified the Indemnifying Party, provided that . The Indemnifying Party shall be liable for the reasonable fees and expenses of such counsel shall be borne employed by such the Indemnified PartyParty for any period in which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party failed to give the notice provided above). The Indemnified parties shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims, notwithstanding any dispute as to liability as between the parties under this SECTION 7. The parties shall also cooperate in any such defense, give each other full access to all non-privileged information relevant thereto and make employees and other representatives available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense, the Indemnifying Party shall not pay 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 or delayed. Unless the sole relief is monetary damages which are payable in full by the Indemnifying Party, the Indemnifying Party shall not settle any claim without the prior written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay withheld or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreementdelayed.

Third Party Claims. If a claim (a) The Indemnifying Party under this Article 8 shall have the right, but not the obligation, exercisable by a third party is made against an Indemnified Party, and if such written notice to the Indemnified Party intends to seek indemnity within 30 days of receipt of a Third Party Claim Notice from the Indemnified Party with respect thereto under this Section 10thereto, such Indemnified Party shall promptly notify to assume conduct and control, at the expense of the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertake, and through counsel of its own choosing and at its own expense, the settlement or defense thereof, and that is reasonably acceptable to the Indemnified Party, any third party claim, action, suit or proceeding (a “Third Party shall cooperate with it in connection therewith; Claim”), provided, however, that the Indemnifying Party shall not be entitled to assume or maintain control of the defense of such Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party that is reasonably acceptable to the Indemnifying Party if (i) such Third Party Claim relates to or arises in connection with any criminal Legal Proceeding, (ii) such Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, (iii) the Indemnified Party reasonably concludes, based on the advice of counsel, that there is an irreconcilable conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of such defense, or (iv) after assuming control of such defense, the Indemnifying Party withdraws from such defense or fails to diligently pursue and maintain such defense. (b) If the Indemnifying Party is controlling the defense of a Third Party Claim, the Indemnifying Party may compromise or settle the same, provided that the Indemnifying Party shall give the Indemnified Party advance notice of any proposed compromise or settlement and shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), consent to or enter into any compromise or settlement that commits the Indemnified Party to take, or to forbear to take, any action or does not provide for a full and complete written release by the applicable third party of the Indemnified Party. No Indemnified Party may compromise or settle any Third Party Claim for which it is seeking indemnification hereunder without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld). No Indemnifying Party may consent to the entry of any judgment that does not relate solely to monetary damages arising from any such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld). The Indemnifying Party shall permit the Indemnified Party to participate in in, but not control, the defense of any such settlement action or defense suit through counsel chosen by such the Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does elects not within thirty (30) days after to control or conduct the receipt of the Indemnified Party's notice defense of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Third Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)Claim, the Indemnified Indemnifying Party nevertheless shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, participate in the case defense of any Third Party Claim and, at its own expense, to employ counsel of its own choosing for such costs purpose. (c) The Parties hereto shall cooperate in the defense of any Third Party Claim, with such cooperation to include (i) the retention and fees, shall be reimbursed by the provision of the Indemnifying Party as incurredrecords and information that are reasonably relevant to such Third Party Claim, and (ii) pursuant reasonable access to this Agreementemployees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder.

Third Party Claims. If (a) Promptly after receipt by an indemnified party under Section 7.2 or 7.3 of notice of the commencement of any action or proceeding against it, such indemnified party will, if a claim by a third party is to be made against an Indemnified Partyindemnifying party under such Section, and if give notice to the indemnifying party of the commencement of such Indemnified Party intends action or proceeding, but the failure to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party in writing indemnifying party will not relieve the indemnifying party of such claims setting forth such claims in reasonable detail; providedany liability that it may have to any indemnified party, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt defense of such action is actually prejudiced by the indemnified party's failure to give such notice. (b) If any action or proceeding referred to in Section 7.6(a) is brought against an indemnified party and it gives notice to undertake, through counsel the indemnifying party of its own choosing and at its own expensethe commencement of such action or proceeding, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may indemnifying party will be entitled to participate in such settlement action or proceeding and, to the extent that it wishes (unless the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such action or proceeding and provide indemnification with respect to such action or proceeding), to assume the defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such action or proceeding with counsel shall 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 action or proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be borne liable to the indemnified party under this Section 7 for any fees of other counsel or any other expenses with respect to the defense of such action or proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Indemnified Partyaction or proceeding, other than reasonable costs of investigation. The Indemnified Party shall not pay If the indemnifying party assumes the defense of an action or settle any claim proceeding, no compromise or settlement of such claims may be effected by the indemnifying party without the written indemnified party's consent of the Indemnifying Party, (which consent shall not be unreasonably withheld. The Indemnifying Party will not pay ) unless (A) there is no finding or settle admission of any claim unless it contains an unconditional release violation of laws or regulations or any violation of the Indemnified Partyrights of any person or entity 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. If notice is given to an indemnifying party of the Indemnifying Party commencement of any action or proceeding and the indemnifying party does not not, within thirty (30) ten days after the receipt of the Indemnified Partyindemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such action or proceeding, the indemnifying party will be bound by any determination made in such action or proceeding or any compromise or settlement effected by the indemnified party. (c) NetRatings hereby consents to the non-exclusive jurisdiction of any court in which an action or proceeding is brought against any Company Indemnified Person for purposes of any claim that a Company Indemnified Person may have under this Agreement with respect to such action or proceeding or the matters alleged therein, and agrees that process may be served on NetRatings with respect to such a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, anywhere in the case world. ACN hereby consents to the non-exclusive jurisdiction of any court in which an action or proceeding is brought against any NetRatings Indemnified Person for purposes of any claim that a NetRatings Indemnified Person may have under this Agreement with respect to such costs action or proceeding or the matters alleged therein, and fees, shall agrees that process may be reimbursed by served on ACN with respect to such a claim anywhere in the Indemnifying Party as incurred) pursuant to this Agreementworld.

Third Party Claims. If a claim by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. (1) The Indemnifying Party shall have thirty (30) days after receipt the right to conduct at its expense the defense of such a Third Party Claim, upon delivery of notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party (the “Defense Notice”) within 20 days after the Indemnifying Party’s receipt of the Claim Notice; provided that the Defense Notice shall cooperate with it in connection therewith; providedspecify the counsel the Indemnifying Party will appoint to defend such Third Party Claim and acknowledge, howeverwithout qualification, that the right of the Indemnified Party may participate to be indemnified for Losses incurred in connection with such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified PartyThird Party Claim. The Indemnified Party shall be entitled to be indemnified for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not pay or settle assumed the defense of any claim without such Third Party Claim in accordance herewith. If the written consent Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), and the Indemnified Party shall have the right at its expense to contestparticipate in the defense assisted by counsel of its own choosing. (2) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (i) such Indemnity Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim, or (iii) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable fees and expenses of one counsel (in addition to any required local counsel). (3) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (i) settle or compromise a Third Party Claim or consent to the claim but shall entry of any Order which does not thereby waive include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim; (ii) settle or compromise any right Third Party Claim if the settlement imposes equitable remedies or other obligations on the Indemnified Party; or (iii) settle or compromise any Third Party Claim if the result is to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in admit civil or criminal liability or culpability on the case part of such costs and fees, shall be reimbursed the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party as incurred) pursuant in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to this Agreementbe unreasonably withheld, conditioned or delayed).

Third Party Claims. If a claim such Claim relates to any action, suit, proceeding or demand instituted against the Indemnified Party by a third party is made against an Indemnified Party(a "THIRD PARTY CLAIM"), and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party shall be entitled to participate in writing the defense of such claims setting forth such claims in reasonable detail; provided, however, that failure Third Party Claim after receipt of notice of such claim from the Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying Party shall have Within thirty (30) days after receipt of such notice to undertake, through counsel of its own choosing and at its own expensea particular matter from the Indemnified Party, the settlement or Indemnifying Party may assume the defense thereofof such Third Party Claim, in which case the Indemnifying Party shall have the authority to negotiate, compromise and settle such Third Party Claim, if and only if the following conditions are satisfied: (i) the Indemnifying Party shall have confirmed in writing that it is obligated hereunder to indemnify the Indemnified Party with respect to the full amount of such Third Party Claim; and (ii) the named parties to such Third Party Claim include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party. If the Indemnifying Party assumes the defense of a Third Party Claim, (i) the Indemnified Party shall cooperate with it be entitled to employ its own counsel and to participate in the defense of any Third Party Claim, but the Indemnified Party shall bear and shall be solely responsible for its own costs and expenses in connection therewith; with such representation, and (ii) the Indemnifying Party shall be entitled to compromise or settle such Third Party Claim, provided, however, that any compromise or settlement shall be made only with the written consent of the Indemnified Party. If the Indemnifying Party does not assume the defense of such claim, the Indemnified Party shall have the right to defend, compromise and settle such claim, PROVIDED, HOWEVER, that any compromise or settlement that may participate in such settlement reasonably be expected to result in, or defense through counsel chosen by such Indemnified Partyrequires, provided that the fees and expenses of such counsel any indemnification from an Indemnifying Party shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without made only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreement.

Third Party Claims. (i) If a claim an Indemnified Party receives notice or otherwise learns of the assertion by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity person other than a Purchaser Indemnitee or Seller Indemnitee of any claim with respect thereto to which the Indemnifying Party may be obligated to provide indemnification under this Section 10Article 8, such the Indemnified Party shall promptly notify give written notification to the Indemnifying Party within five days thereafter. Such notice shall be accompanied by reasonable supporting documentation submitted by such third party (to the extent then in writing the possession of such claims setting forth such claims the Indemnified Party) and shall describe in reasonable detaildetail (to the extent known by the Indemnified Party) the facts constituting the basis for such suit or proceeding and the amount of the claimed damages; provided, however, that failure no delay or deficiency on the part of such the Indemnified Party to give such notice in so notifying the Indemnifying Party shall not result in a waiver relieve the Indemnifying Party of its indemnity rights any Liability or obligation hereunder except to the extent that of any Damage or Liability caused by or arising out of such failure or to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party's ability to respond to or defend Party with respect thereto. Within 20 days after delivery of such notification, the claim. The Indemnifying Party shall have thirty (30) days after receipt may, upon written notice to the Indemnified Party, assume control of the defense of such notice suit or proceeding with counsel reasonably satisfactory to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewithParty; provided, however, that the Indemnified Indemnifying Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent assume control of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay defense of a suit or settle any claim unless it contains an unconditional release of the Indemnified Partyproceeding involving criminal liability. If the Indemnifying Party does not within thirty (30) days after the receipt so assume control of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)defense, the Indemnified Party shall have control such defense. (ii) The party not controlling such defense (the right to contest“Non-controlling Party”) may participate therein at its own expense; provided, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees whichhowever, in the case of such costs and fees, shall be reimbursed by that if the Indemnifying Party assumes control of such defense and the Indemnified Party concludes, upon the written opinion of counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered “Damages” for purposes of this Agreement. The Indemnified Party shall be entitled to participate in the defense with counsel of its own choosing at the Indemnified Party’s own cost and expense. The party controlling such defense (the “Controlling Party”) shall keep the Non-controlling Party reasonably advised of the status of such suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as incurredit may have with respect to such suit or proceeding (including copies of any summons, complaint or other pleading that 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 Controlling Party in the defense of such suit or proceeding. (iii) The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that the consent of the Indemnified Party shall not be required if the Indemnifying Party agrees to pay any amounts payable pursuant to this Agreementsuch settlement or judgment and such settlement or judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the Indemnifying Party.

Third Party Claims. (a) If a claim claim, action, suit or proceeding by a third party (a "Third Party Claim") is made against any person or entity entitled to indemnification pursuant to Section 8.2 hereof (an "Indemnified Party"), and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10Article 8, such Indemnified Party shall promptly notify the Indemnifying Party obligated to indemnify such Indemnified Party (or, in writing the case of a Buyer Indemnitee seeking indemnification, such Buyer Indemnitee shall promptly notify RGHI) (such notified party, the "Responsible Party") of such claims setting forth such claims in reasonable detailclaims; provided, however, that the failure of such Indemnified Party to give such notice so notify shall not result in a waiver relieve the Responsible Party of its indemnity rights obligations hereunder, except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend Responsible Party is actually and materially prejudiced thereby. Except as provided in the claim. The Indemnifying last sentence of this Section 8.3(a), the Responsible Party shall have thirty (30) 30 days after receipt of such notice to undertakeassume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of its own choosing and at its own expensethe Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, provided that the Responsible Party shall permit the Indemnified Party may to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The So long as the Responsible Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any claim without such claim. Notwithstanding the written consent of foregoing, the Indemnifying Party, which consent Indemnified Party shall not be unreasonably withheld. The Indemnifying Party will not have the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the Responsible Party for such claim unless it contains an unconditional release of the Indemnified PartyResponsible Party shall have consented to such payment or settlement. If the Indemnifying Responsible Party does not notify the Indemnified Party within thirty (30) 30 days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreement. The Responsible Party shall not, except with the consent of the Indemnified Party, enter into any settlement that does not include as an unconditional term thereof the giving by the person or persons asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim or consent to entry of any judgment. Notwithstanding the foregoing, the Company shall have the right to control any Third Party Claim with respect to Taxes; provided, however, that the Company shall not settle or compromise any such claim without the consent of RGHI which consent shall not be unreasonably withheld or delayed. (b) All of the Parties shall cooperate in the defense or prosecution of any Third Party Claim in respect of which indemnity may be sought hereunder and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Third Party Claims. If (i) In the event that any third party (including any Governmental Body) asserts a claim by a third party is made against an Indemnified Party, and if Party for which such Indemnified Party intends to seek indemnity with respect thereto under this Section 10from the Indemnifying Party, such then the Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; providedclaim or demand and the amount thereof, howeverif known, or an estimate thereof, if reasonably capable of estimation (the “Claim Notice”), but any failure to so notify the Indemnifying Party shall not relieve it from any liability that failure of such it may have to the Indemnified Party to give such notice shall not result in a waiver of its indemnity rights under this Article 11 except to the extent that such failure prejudices the Indemnifying Party is materially prejudiced by the Indemnified Party's ability ’s failure to respond to or defend the claim. give such notice. (ii) The Indemnifying Party shall have thirty fifteen (3015) days after receipt from Claim Notice to undertake, conduct and control the defense of such notice third party claim; provided, that pending the Indemnifying Party’s decision whether to exercise its right to undertake the conduct and control of the settlement or defense of any third party claim, the Indemnified Party shall undertake, conduct and control the settlement or defense thereof, through counsel of its own choosing and at its own expense, if the settlement or defense thereoffailure to so act during such period might reasonably be expected to have a material adverse effect on the Indemnified Party, and provided further that (A) the Indemnifying Party notifies the Indemnified Party, in writing, within such 15 days that the Indemnifying Party will assume the defense of the third party claim and pay all attorneys’ fees and other third party defense costs in connection therewith, (B) the Indemnifying Party provides the Indemnified Party shall cooperate with it in connection therewith; provided, however, that evidence reasonably acceptable to the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees Indemnifying Party will have the financial resources to defend against the third party claim and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any fulfill its indemnification obligations hereunder, and, if the amount subject to third party claim without exceeds the written consent applicable Indemnity Cap of the Indemnifying Party, which consent shall not be unreasonably withheld. The the Indemnifying Party will waives in writing such Indemnity Cap, (C) the third party claim involves only money damages and does not pay seek an injunction or settle any other equitable relief, (D) settlement of, or an adverse judgment with respect to, the third party claim unless it contains an unconditional release is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) All costs and expenses incurred by the Indemnifying Party in defending such third party claim shall be paid by the Indemnifying Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if assumes such defense, the Indemnified Party must obtain separate legal counsel due to an actual may participate in, but not control, any such defense or potential conflict arising from settlement, at its sole cost and expense. So long as the Indemnifying Party is defending such third party claim (as determined in good faith by faith, the Indemnified Party's legal counsel)Party shall not settle such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such third party claim; provided, that in such event it shall waive any right to indemnity therefor by the Indemnifying Party. (iv) If the Indemnifying Party does not notify the Indemnified Party within 30 days after the receipt of the Indemnified Party’s Claim Notice that it elects to undertake the settlement or defense thereof, the Indemnified Party shall have the right to conduct and control the defense thereof and to contest, settle or compromise the third party claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreement. (v) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any third party claim unless: (x) such settlement or judgment includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all Liability with respect to such claim and (y) the relief provided in connection with such settlement or judgment effected by the Indemnifying Party is satisfied entirely by the Indemnifying Party. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give to the Indemnifying Party and its counsel access to, during normal business hours, the relevant books and records, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use commercially reasonable efforts to cooperate in the defense of all such claims. (vi) With respect to any pending action or proceeding subject to indemnification under this Article 11, the parties shall cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential business records and the attorney-client and work-product privileges. In connection therewith, (A) each party shall use its commercially reasonable efforts, in any action or proceeding in which he or it has assumed or participated in the defense, to avoid production of confidential business records (consistent with applicable law and rules of procedure), and (B) all communications between any party hereto and counsel responsible for or participating in the defense of any action or proceeding shall, to the extent possible, be made so as to reserve any applicable attorney-client or work-product privilege.

Third Party Claims. If a claim by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify Purchaser or Parent, whichever is the party with respect to which a request for indemnification may be made (the “Indemnifying Party in writing Party”) of such claims setting forth such claims in reasonable detail; provided, however, that claim. The failure of such Indemnified Party to give provide such notice shall not result in a waiver of its indemnity rights any right to indemnification hereunder except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claimParty is actually materially prejudiced by such failure. The Indemnifying Party shall have thirty fifteen (3015) days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereofthereof (provided that contemporaneously with so assuming the settlement or defense the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim), and the Indemnified Party shall cooperate with it the Indemnifying Party in connection therewith; provided. Notwithstanding the foregoing, however, that an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if (a) the Indemnifying Party fails to acknowledge in writing its obligation to indemnify the Indemnified Party may participate in respect of such settlement or defense through claim within thirty (30) days of the receipt of such notice, (b) the Indemnifying Party fails to employ counsel chosen by such reasonably satisfactory to the Indemnified Party, provided that (c) the fees and expenses Indemnifying Party fails to diligently prosecute the defense of any such counsel shall be borne by claims or (d) such Indemnified Party shall have been advised that a conflict of interest may exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party. The Indemnified Party shall not pay or settle any claim without the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld). The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release shall not, except with the consent of the Indemnified Party. If the Indemnifying Party , enter into any settlement that does not within thirty (30) days after include as an unconditional term thereof the receipt of giving by the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof person or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from persons asserting such claim (as determined in good faith by the to all Indemnified Party's legal counsel), the Indemnified Party shall have the right Parties of unconditional release from all liability with respect to contest, settle such claim or compromise the claim but shall not thereby waive consent to entry of any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreementjudgment or that imposes injunctive or equitable relief.

Third Party Claims. If a claim by a third party Third Party (a "Third Party Claim") is made against an a member of the Issuer Indemnity Group or Seller Indemnity Group (as applicable, the "Indemnified Party, ") and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10ARTICLE 5, such Indemnified Party shall promptly notify the Party which the Indemnified Party asserts is obligated to indemnify the Indemnified Party pursuant to this ARTICLE 5 (the "Indemnifying Party Party") of such claim in writing of such claims setting forth such claims out in reasonable detail; provided, however, that failure detail a description of the facts underlying such Indemnified Third Party to give such notice shall not result in Claim and enclosing a waiver copy of its indemnity rights except all papers (if any) served with respect to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claimThird Party Claim. The Indemnifying Party shall have thirty (30) 30 days after receipt of such notice to notify the Indemnified Party that it will, and to commence to, undertake, conduct, and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, thereof and the Indemnified Party shall cooperate with it the Indemnifying Party in connection therewith; provided, however, provided that the Indemnifying Party shall permit the Indemnified Party may to participate in (but not control) such settlement or defense through counsel chosen by such Indemnified Party at the expense of such Indemnified Party; provided, further that, to the extent that the Indemnified Party reasonably appears to have defenses available to it that are different from or additional to those available to the Indemnifying Party, provided that the fees and expenses assertion of such different or additional defenses by such counsel shall be borne by such Indemnified at the expense of the Indemnifying Party. The So long as the Indemnifying Party, at its own cost and expense, (a) has within such 30 days notified the Indemnified Party that it will, and has commenced to, undertake the defense of, and has agreed to assume full responsibility for (subject to the terms and limitations contained in this ARTICLE 5), all Covered Liabilities allocated to it under this Agreement with respect to such Third Party Claim, (b) is reasonably contesting such Third Party Claim in good faith by appropriate Proceedings timely initiated and diligently conducted or is reasonably attempting to settle such Third Party Claim, and (c) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary, if applicable, to prevent foreclosure of a lien against or attachment of the property of the Indemnified Party for payment of such Third Party Claim, the Indemnified Party shall not pay or settle any such claim and the Indemnifying Party shall have full control of such defense and Proceedings, including any compromise or settlement thereof (unless the compromise or settlement includes the payment of any amount by, the performance of any obligation by, or the limitation of any material right or benefit of, the Indemnified Party, in which event such settlement or compromise shall not be effective without the written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheldwithheld or delayed). The Notwithstanding compliance by the Indemnifying Party will not with the preceding sentence, the Indemnified Party shall have the right to pay or settle any claim unless it contains an unconditional release such Third Party Claim; provided that, if the Indemnifying Party is in material compliance with the preceding sentence at the time of such payment or settlement by the Indemnified Party. If , then the Indemnifying Party does not shall have no responsibility to make any payment or reimbursement with respect to such claim or the settlement thereof. If, within thirty (30) 30 days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder in respect of a Third Party Claim, the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects, at its cost and expense, to undertake the defense thereof and assume full responsibility for all Covered Liabilities allocated to it under this Agreement with respect to such Third Party Claim (subject to the terms and limitations contained in this ARTICLE 5), or if the Indemnified Indemnifying Party must obtain separate legal counsel due gives such notice and thereafter fails to an actual contest or potential conflict arising from attempt to settle such claim (as determined Third Party Claim in good faith by or to take such action as may reasonably be necessary, if applicable, to prevent foreclosure of a lien against or attachment of the Indemnified Party's legal counsel)property as contemplated above, the Indemnified Party shall have the right to contest, settle settle, or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreement.

Third Party Claims. If a claim The obligation of each party to indemnify the other party under the provisions of this Article with respect to claims resulting from the assertion of liability by those not parties to this Agreement (Including without limitation governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The party seeking indemnification hereunder (the "Indemnified Party") shall give written notice to the other party (the "Indemnifying Party") within 30 days following any assertion of liability by a third party is made against an Indemnified Partywhich might give rise to a claim for indemnification, which notice shall state the nature and if such Indemnified Party intends basis of the assertion and the amount thereof, in each case to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detailextent known; provided, however, that failure no delay on the part of such the Indemnified Party to give such in giving notice shall not result in a waiver relieve the Indemnifying Party of its indemnity rights except any obligation to indemnify unless (and then solely to the extent that that) the Indemnifying Party is prejudiced by such failure prejudices delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against the Indemnified Party with respect to which the Indemnifying Party may have an obligation to indemnify the Indemnified Party, the Legal Action shall be defended by the Indemnifying Party's ability to respond to , and such defense shall include all proceedings for appeal or defend review which counsel for the claim. The Indemnified Party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Section 8.5, until the Indemnifying Party shall have thirty assumed the defense of any such Legal Action, the defense shall be handled by the Indemnified Party. Furthermore, (30A) days after receipt if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to it that are different from or in addition to those available to the Indemnifying Party; (B) if the Indemnifying Party fails to provide the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (C) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (D) if a judgment against the Indemnified Party will, in the good faith opinion of such notice the Indemnified Party, establish a custom or precedent which will be materially adverse to undertake, through counsel the best interests of its own choosing continuing business, the Indemnifying Party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the Indemnified Party. If the defense of the Legal Action is handled by the Indemnified Party under the provisions of this subsection, the Indemnifying Party shall pay all legal and other expenses reasonably incurred by the Indemnified Party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the Indemnifying Party (A) the Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (B) the settlement or defense thereof, and Indemnifying Party shall keep the Indemnified Party shall cooperate with it in connection therewith; providedfully informed as to the status of such Legal Action at all stages thereof, however, that whether or not the Indemnified Party is represented by its own counsel, (C) the Indemnifying Party shall make available to the Indemnified Party and its attorneys, accountants and other representatives, all books and records of the Indemnifying Party relating to such Legal Action, and (D) the parties shall render to each other such assistance as may participate be reasonably required in such settlement or order to ensure the proper and adequate defense through counsel chosen of the Legal Action. (e) In any Legal Action initiated by such Indemnified a third party and defended by the Indemnifying Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Indemnifying Party shall not pay or settle make settlement of any claim without the written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release Without limiting the generality of the Indemnified Party. If the Indemnifying Party does foregoing, it shall not within thirty (30) days after the receipt of the Indemnified Party's notice of be deemed unreasonable to withhold consent to a claim of indemnity hereunder undertake the defense thereof settlement involving injunctive or if other equitable relief against the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)its assets, employees or business, or relief which the Indemnified Party shall have reasonably believes could establish a custom or precedent which will be materially adverse to the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case best interests of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreementits continuing business.

Third Party Claims. (a) If an Indemnified Person receives a written claim by a third party that is made against an Indemnified Party, and if such Indemnified Party intends subject to seek indemnity with respect thereto under the indemnification provisions in this Section 1014, such the Indemnified Party shall Person will promptly notify the Indemnifying Party in writing of the claim. The notice will include a copy of all correspondence relating to the claim that the Indemnified Person received from the third party. Failure to provide such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such prompt notice shall not result in a waiver relieve the Indemnifying Party of its indemnity rights indemnification obligations except to the extent it has been materially prejudiced thereby. (b) The Indemnifying Party may elect to control the defense of the third-party claim by notifying the Indemnified Person within 10 days after the delivery of the Indemnified Person’s notice; provided that such failure prejudices election shall be valid only if concurrent with such election the Indemnifying Party notifies the Indemnified Person that the Indemnifying Party will indemnify the Indemnified Person from and against the entirety of any losses resulting from or arising out of the claim. (c) The Indemnified Person may object to the Indemnifying Party's ’s election to control the defense of the third-party claim by notifying the Indemnifying Party within 10 days after the delivery of the Indemnifying Party’s notice, but only if: (1) the Indemnified Person determines in good faith that the Indemnifying Party does not have the financial ability to respond to or diligently defend the claim. The ; (2) the claim is also made against the Indemnifying Party shall have thirty (30) days after receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Person reasonably determines that joint representation of the Indemnifying Party shall cooperate and the Indemnified Person would be inappropriate; (3) the Indemnified Person determines in good faith that the claim may result in non-monetary damages that may materially and adversely affect the Indemnified Person; or (4) the Indemnified Person determines in good faith that an adverse judgment with it respect to the claim may likely establish a precedential custom or practice that would materially and adversely affect the Indemnified Person. (d) If the Indemnifying Party elects to control the defense of the third-party claim and the Indemnified Person does not object to the election: (1) the Indemnifying Party will control the defense of the claim and diligently defend the claim; (2) the Indemnified Person may participate in connection therewiththe defense of the claim, at the Indemnified Person’s own cost and expense; providedand (3) the Indemnifying Party may settle the claim: (A) with the consent of the Indemnified Person, howeverwhich the Indemnified Person may not withhold unreasonably; or (B) without the consent of the Indemnified Person, but only if: (i) the settlement does not contain any finding of any violation by the Indemnified Person of any applicable law or any right of any person; (ii) the settlement expressly states that the Indemnified Person is not admitting to any such violation and releases the Indemnified Person from all liability in connection with the claim; and (iii) the only relief provided in the settlement is for monetary damages that are – subject to the provisions of this Section 14 – paid in full by the Indemnifying Party. (e) If the Indemnifying Party does not elect to control the defense of the third-party claim, or if the Indemnifying Party elects to control the defense of the claim and (i) the Indemnified Person objects to the election under Section 14.6(c) or (ii) the Indemnifying Party fails to diligently defend the claim, (1) the Indemnified Person will control the defense of the claim and diligently defend the claim; (2) the Indemnifying Party may participate in such settlement or the defense through counsel chosen by such of the claim, at the Indemnifying Party’s own cost and expense; and (3) the Indemnified Party, provided that Person may settle the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without claim: (A) with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party may not withhold unreasonably; or (B) without the consent of the Indemnifying Party, but only if: (i) the settlement does not within thirty (30) days after the receipt contain any finding of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed violation by the Indemnifying Party as incurredof any applicable law or any right of any person; (ii) pursuant the settlement expressly states that the Indemnifying Party is not admitting to any such violation; and (iii) the only relief provided in the settlement is for monetary damages. (f) In any third-party claim that is subject to the indemnification provisions in this AgreementSection 14, the Indemnifying Party and the Indemnified Person will: (1) keep each other fully informed of the status of the claim; (2) cooperate with each other with respect to the defense of the claim; and (3) attempt to preserve in full any attorney-client and work-product privileges and the confidentiality of any confidential information.

Third Party Claims. If a any claim by a third party is made against or demand in respect of which an Indemnified Party, and if Party might seek indemnity under this Article X is asserted against such Indemnified Party intends to seek indemnity with respect thereto under this Section 10by a Person (a “Third Party Claim”), such the Indemnified Party shall promptly notify give written notice (the “Third Party Claim Notice”) and the details thereof including an estimate of the claimed Losses (if known and quantifiable), copies of all relevant pleadings, documents and information to the Indemnifying Party in writing within a period of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt following the assertion of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and Third Party Claim against the Indemnified Party shall cooperate with it in connection therewith; provided, however, that (the Indemnified “Third Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, Claim Notice Period”) provided that the fees and expenses failure to so notify the Indemnifying Party within the Third Party Claim Notice Period shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such counsel failure shall be borne by such Indemnified have prejudiced the Indemnifying Party. The Indemnified Within twenty (20) days after its receipt of the Third Party shall not pay or settle any claim without the written consent of Claim Notice by the Indemnifying Party, which consent shall not be unreasonably withheld. The the Indemnifying Party will shall, in writing, either acknowledge or deny its obligations to indemnify and defend under this Article X, which response shall be final and irrevocable; provided that if the Indemnifying Party shall fail to timely deny its obligations to so indemnify and defend, it shall be deemed to have irrevocably acknowledged its obligation to so indemnify and defend unless such delay does not pay or settle any claim unless it contains an unconditional release prejudice the rights of the Indemnified Party. If the Indemnifying Party does not within thirty acknowledges (30or is deemed to acknowledge) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if its obligations to indemnify and defend the Indemnified Party must obtain separate legal counsel due against the Third Party Claim, then the Indemnifying Party shall defend such Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted to an actual a final conclusion or potential conflict arising will be settled, at the discretion of the Indemnifying Party; provided, however, that the Indemnifying Party shall not enter into any settlement that imposes injunctive or other equitable relief against the Indemnified Party or does not fully and finally release the Indemnified Party from such claim (as determined in good faith all Liability, unless consented to by the Indemnified Party's legal counsel). The Indemnified Party will cooperate fully in such defense, including by making available to the Indemnifying Party all books, records and documents within the Indemnified Party’s control or that it can reasonably obtain relating to the Third Party Claim, and all costs or expenses incurred by it at the request of the Indemnifying Party shall be paid by the Indemnifying Party. The Indemnified Party may, at the Indemnifying Party’s cost and expense, at any time to prevent default or protect its interests file any pleadings or take any other action that the Indemnified Party shall have reasonably believes to be necessary or appropriate to protect its interests due to the right failure of the Indemnifying Party to contestdiligently defend such Third Party Claim. The Indemnified Party, settle at its expense, may participate in, but not control, any defense or compromise the claim but shall not thereby waive settlement of any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed Third Party Claim conducted by the Indemnifying Party as incurred) pursuant to this AgreementSection 10.4(a). Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party) and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal Action, indictment, allegation or investigation; (ii) the claim seeks an injunction or equitable relief against the Indemnified Party; (iii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; or (iv) the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim.

Third Party Claims. (i) If any Person who is not a Party (or an Affiliate thereof) notifies any Indemnified Party with respect to any matter (a “Third Party Claim”) that could be reasonably expected to give rise to a claim by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto for indemnification against any Indemnifying Party under this Section 10Agreement, such then the Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewithby delivering an Indemnification Certificate thereto; provided, however, that 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 prejudiced the Indemnifying Party (except that the Indemnifying Party will not be liable for any expenses incurred by the Indemnified Party during the period in which the Indemnified Party failed to give such Notice), it being understood and agreed that the failure of the Indemnified Party to so notify the Indemnifying Party prior to settling a Third Party Claim (whether by paying a claim or executing a binding settlement agreement with respect thereto) or the entry of a judgment or issuance of an award with respect to a Third Party Claim shall constitute actual prejudice to the Indemnifying Party’s ability to defend against such Third Party Claim. Thereafter, the Indemnified Party will deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received or transmitted by the Indemnified Party relating to the Third Party Claim. (ii) The Indemnifying Party will have the right to participate in or assume the defense of any Third Party Claim with counsel of the Indemnifying Party’s choice, reasonably satisfactory to the Indemnified Party, so long as (A) the Indemnifying Party notifies the Indemnified Party, within ten (10) days after the Indemnified Party has given Notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming the defense of such Third Party Claim and will indemnify the Indemnified Party against such Third Party Claim in accordance with this Article 8, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto, (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (D) the Third Party Claim does not involve injunctive relief, specific performance or other similar equitable relief, any Claim in respect of Taxes, any Governmental Authority or any potential damage to the goodwill or reputation of SEARHC, the goodwill or reputation of the City, or the Business. (iii) So long as the conditions set forth in Section 8.3(b)(ii) are and remain satisfied, then (A) the Indemnifying Party may conduct the defense of the Third Party Claim in accordance with Section 8.3(b)(ii), (B) the Indemnified Party may retain separate co- counsel at its sole cost and expense to participate in such settlement or the defense through counsel chosen by such Indemnified Partyof the Third Party Claim, provided it being understood that the fees and expenses of Indemnifying Party will control such counsel shall be borne by such Indemnified Party. The defense subject to the limitations set out in this Section 8.3(b), (C) the Indemnified Party shall will not pay consent to the entry of any judgment or settle enter into any claim settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall Party (not to be unreasonably withheld. The , conditioned or delayed), (D) the Indemnifying Party will not pay consent to the entry of any judgment with respect to the Third Party Claim, or settle enter into any claim unless it contains settlement, which either imposes an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof injunction or if other equitable relief upon the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined does not include a provision whereby the plaintiff or claimant in good faith by the Indemnified Party's legal counsel), matter releases the Indemnified Party shall have from all Liability with respect thereto, and (E) the right to contestIndemnified Party shall, settle or compromise at the claim but shall not thereby waive any right to indemnity therefor (Indemnifying Party’s request and for all associated reasonable costs and attorney's fees whichat the Indemnifying Party’s expense, cooperate in the case defense of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreementmatter.

Third Party Claims. If (a) In connection with any indemnification claim arising out of a claim or legal Proceeding (a “Third Party Claim”) by a any third party is made against an Indemnified PartyPerson, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party in writing will be entitled to control the defense of any such claims setting forth such claims in reasonable detail; provided, however, that failure of such claim with counsel reasonably acceptable to the Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices at the Indemnifying Party's ability to respond to or defend ’s own cost and expense, including the claim. The Indemnifying Party shall have thirty (30) days after receipt cost and expense of reasonable attorneys’ fees and disbursements in connection with such defense, by providing written notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewithno later than five business days following its receipt of the Claim Notice; provided, however, that the Indemnifying Party may not assume control of the defense of a suit or proceeding (a) involving criminal liability, or (b) to the extent such suit or proceeding seeks an injunction or equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes control of the defense, the Indemnified Party may participate in at its own expense. The party controlling such settlement or defense through counsel chosen by such Indemnified Party, provided that will keep the fees and expenses other party reasonably advised of the status of such counsel shall be borne suit or proceeding and the defense thereof, and will consider in good faith recommendations made by such Indemnified Partythe non-controlling party with respect thereto. The Indemnified parties will otherwise cooperate in good faith in connection with such defense. (b) The Indemnifying Party shall not pay will be entitled to agree to a settlement of, or settle the stipulation of any claim without Judgment arising from, any such Third Party Claim, with the written consent of the Indemnifying Indemnified Party, which consent shall will not be unreasonably withheld. The withheld or delayed; provided, however, that no such consent will be required from the Indemnified Party if (A) the Indemnifying Party will not pay pays or settle any claim unless it contains an unconditional causes to be paid all Losses arising out of such settlement or Judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (B) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party. If the Indemnifying Party , and (C) such settlement or Judgment does not within thirty (30) days after impose an injunction or other equitable relief upon the receipt Indemnified Party, require the Encumbrance of any asset of the Indemnified Party's notice Party or impose any restriction upon its conduct of a claim of indemnity hereunder undertake the defense thereof business or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreementotherwise materially adversely affect its business.

Third Party Claims. If a claim The Indemnifying Party may assume the defense of any Third Party Claim with counsel selected by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except and reasonably acceptable to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt of such Indemnified Person by providing written notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not Person within thirty (30) days after receiving the receipt of applicable Claim Notice. If the Indemnified Party's notice Indemnifying Party fails to assume the defense of a claim Third Party Claim by providing such written notice, the Indemnifying Party shall be liable for the fees and expenses of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal one counsel due to an actual or potential conflict arising from such claim (as determined in good faith selected by the Indemnified Person and reasonably acceptable to the Indemnifying Party's legal counsel), except that the Indemnifying Party shall retain the right to substitute counsel of its selection and reasonably acceptable to the Indemnified Person. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party Person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, participate in the case of such costs defense thereof and feesto employ counsel, shall be reimbursed at its own expense, separate from the counsel employed by the Indemnifying Party, it being agreed, subject to the following sentence, that the Indemnifying Party shall control such defense, and the Indemnifying Party shall not be liable to the Indemnified Person for any legal or other expenses incurred by the Indemnified Person in connection with the defense thereof. Notwithstanding the preceding sentence, if the named parties (including any impleaded parties) to an Action in connection therewith include both an Indemnified Person and the Indemnifying Party (or any of its Affiliates) and the Indemnified Person reasonably concludes that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party (or its Affiliates), the Indemnifying Party shall be liable for the fees and expenses of one separate counsel selected by the Indemnified Person to represent the Indemnified Person in connection therewith and, if the Indemnified Person notifies the Indemnifying Party thereof in writing, the Indemnifying Party shall not have the right to assume the defense thereof. If the Indemnifying Party elects to defend or prosecute a Third Party Claim, the Indemnified Person shall fully cooperate in the defense or prosecution thereof, and such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and making the Indemnified Person’s Agents available on a mutually convenient basis to provide additional information and explanation of any such materials. The Indemnifying Party shall not effect, without the prior written consent of the Indemnified Person, any settlement, compromise or discharge of a Third Party Claim unless the same (x) involves an unconditional release of the indemnified claim against the Indemnified Person in form reasonably satisfactory to the Indemnified Person, (y) does not include any statement or admission as incurredto fault, culpability, or failure to act by or on behalf of any Indemnified Person and (z) pursuant is limited to this Agreementthe payment of monetary damages and/or to action solely undertaken by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement, compromise or discharge of a Third Party Claim effected without its prior written consent, but if settled, compromised or discharged with its written consent or if there is a final Order for the plaintiff in any such Third Party Claim, the Indemnifying Party shall indemnify the Indemnified Person in connection therewith.

Third Party Claims. If (a) With respect to any Third Party Claims or any audit or administrative or judicial proceeding for which an Indemnified Party may have a claim by a third party is made against an for indemnification, the Indemnifying Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Third Party Claim through counsel of its choice, which counsel shall be reasonably acceptable to the Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify so long as (i) the Indemnifying Party in writing conducts the defense of such claims setting forth such claims in the Third Party Claim actively and diligently, and (ii) the Indemnifying Party provides the Indemnified Party with reasonable detailevidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices if the Indemnifying Party's ability to respond to or defend Party is Seller, the claim. The Indemnifying Party shall not have the right to assume such control in respect of Third Party Claims (x) asserted directly by or on behalf of a Person that is a supplier or customer of the Business that is not then a supplier or customer of Seller or any of its Affiliates as of such date, (y) that seek an injunction or other equitable relief against the Indemnified Party or (z) after such time as Seller has indemnified Buyer Indemnified Parties for Buyer Warranty Losses in an aggregate amount equal to the applicable limitation set forth in Section 11.2(b)(iii). The election of the Indemnifying Party to assume such control shall be made within thirty (30) days after of receipt of notice of the Third Party Claim, failing which the Indemnifying Party shall be deemed to have elected not to assume such notice control. If the Indemnifying Party elects to undertakeassume such control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate have the right to be informed and consulted with it in connection therewith; providedrespect to the negotiation, however, that the Indemnified Party may participate in such settlement or defense through defenses of such Third Party Claim and to retain counsel chosen by such Indemnified Partyto act on its behalf, provided that but the fees and expenses disbursements of such counsel shall be borne paid by the Indemnified Party unless the named parties to any Legal Proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to an actual or potential conflict of interest between them (such as the availability of different defenses), in which case the Indemnifying Party shall bear the reasonable costs and expenses of a single counsel to the Indemnified Party. The If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim diligently or within a reasonable period of time, subject to Section 11.7(b), the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim. If the Indemnifying Party does not assume or retain control of the negotiation, settlement and defense of a Third Party Claim, the Indemnified Party shall control the negotiation, settlement and defense of such Third Party Claim, but in such case, the Indemnifying Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf at its sole cost and expense. (b) Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, unless such settlement provides for no fault on the part of the Indemnified Party and provides for a full release, in customary form, of the Indemnified Party, and there are no obligations of the Indemnified Party under such settlement other than monetary damages or other monetary payments to be paid for by the Indemnifying Party, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything herein to the contrary, if (i) the Indemnifying Party does not assume or retain control of the negotiation, settlement and defense of a Third Party Claim and (ii) either of clauses (x) or (y) of the proviso set forth in the first sentence of Section 11.7(a) applies, the Indemnified Party shall not pay or settle any claim Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. , conditioned or delayed. (c) The Indemnifying Indemnified Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If and the Indemnifying Party does not within thirty (30) days after the receipt shall cooperate fully with each other with respect to Third Party Claims and, regardless of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense which party has control thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and provided for all associated reasonable costs and attorney's fees which, in the case of such costs and feesherein, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreementkeep each other reasonably advised with respect thereto.

Third Party Claims. If a claim by a third party is made against an Indemnified Party, and if such (a) In the event that the Indemnified Party intends to seek indemnity receives notice or otherwise learns of the assertion of any claim with respect thereto under this Section 10, such Indemnified Party shall promptly notify to which the Indemnifying Party may be obligated to provide indemnification under Section 11 or 12 (a “Third Party Claim”), the Indemnified Party will provide a Claim Notice to the Indemnifying Party as soon as practicable but in writing no event later than five business days thereafter. Such Claim Notice will be accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of such claims setting forth such claims the Indemnified Party) and will describe in reasonable detaildetail the facts constituting the basis for such suit or proceeding and the amount of the claimed damages (in each event to the extent known or reasonably ascertainable by the Indemnified Party); provided, however, that failure no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability or obligation hereunder except if such delay or deficiency materially prejudices the defense of such Indemnified claim or otherwise materially and adversely affects the rights of the Indemnifying Party to give with respect thereto, and then in each such notice shall not result in a waiver of its indemnity rights except case only to the extent that of such failure prejudices material prejudice. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice to the Indemnified Party's ability to respond to or defend , assume control of the claim. The Indemnifying Party shall have thirty (30) days after receipt defense of such notice suit or proceeding with counsel reasonably satisfactory to undertakethe Indemnified Party, through counsel of its own choosing and strictly at its own cost and expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Indemnifying Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent assume control of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay defense of a suit or settle any claim unless it contains proceeding (A) involving criminal liability or (B) to the extent the suit or proceeding seeks an unconditional release of injunction or equitable relief against the Indemnified Party. If the Indemnifying Party does not within thirty so assume control of such defense, the Indemnified Party will control such defense. (30b) days after The party not controlling such defense (the receipt “Non-controlling Party”) may participate therein at its own expense. The party controlling such defense (the “Controlling Party”) will keep the Non-controlling Party reasonably advised of the status of such suit or proceeding and the defense thereof and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party will furnish the Controlling Party with such information as it may have with respect to such suit or proceeding (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 will otherwise cooperate with and, at the request of the Controlling Party, assist the Controlling Party in the defense of such suit or proceeding. (c) The Indemnifying Party will not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the Indemnified Party's notice , which will not be unreasonably withheld, delayed or conditioned; provided, however, that the consent of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due will not be required if the Indemnifying Party agrees in writing to an actual pay any amounts payable pursuant to such settlement or potential conflict arising from judgment and such claim (as determined in good faith by the Indemnified Party's legal counsel)settlement or judgment includes a full, complete and unconditional release of the Indemnified Party shall have from further Liability with respect to such claim. The Indemnified Party will not agree to any settlement of, or the right to contestentry of any judgment arising from, settle any such suit or compromise proceeding without the claim but shall prior written consent of the Indemnifying Party, which will not thereby waive any right to indemnity therefor be unreasonably withheld, delayed or conditioned. (and for all associated reasonable costs and attorney's fees whichd) Notwithstanding anything else herein, in the case event that Seller is sued for the breach of such costs and feesthe Bezeq Transaction, the Seller shall be reimbursed by the Indemnifying entitled to defend such claim independently without derogating from its rights as an Indemnified Party as incurred) pursuant to this Agreementhereunder.

Third Party Claims. If a claim by a third party is made against an any Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 1014, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detailclaims; provided, however, that the failure of such Indemnified Party to give such notice so notify shall not result in a waiver relieve the Indemnifying Party of its indemnity rights obligations hereunder, except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claimParty is actually and materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertakeassume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of its own choosing and at its own expensethe Indemnifying Party, of the settlement or defense thereof, thereof and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that (i) the Indemnifying Party shall permit the Indemnified Party may to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party and (ii) the Indemnifying Party shall promptly be entitled to assume the defense of such action only to the extent the Indemnifying Party acknowledges its indemnity obligation and assumes and holds such Indemnified Party harmless from and against the full amount of any Loss resulting therefrom; provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the claim seeks an injunction or equitable relief against the Indemnified Party; (iii) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; or (iv) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim. Any Indemnified Party shall have the right to employ separate counsel in any such action or claim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless (x) the Indemnifying Party shall have failed, within a reasonable time after having been notified by the Indemnified Party of the existence of such claim as provided in the preceding sentence, to assume the defense of such claim, (y) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, or (z) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there may be one or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party, or available to the Indemnifying Party the assertion of which would be adverse to the interests of the Indemnified Party. The So long as the Indemnifying Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any claim without such claim. Notwithstanding the written consent of foregoing, the Indemnifying Party, which consent Indemnified Party shall not be unreasonably withheld. The Indemnifying Party will not have the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the Indemnifying Party for such claim unless it contains an unconditional release of the Indemnified PartyIndemnifying Party shall have consented to such payment or settlement. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party's ’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees whichpursuant to this Agreement. The Indemnifying Party shall not, in except with the case consent of such costs and feesthe Indemnified Party, shall be reimbursed enter into any settlement that is not entirely indemnifiable by the Indemnifying Party as incurred) pursuant to this AgreementAgreement and does not include as an unconditional term thereof the giving by the person or persons asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim or consent to entry of any judgment. The Indemnifying Party and the Indemnified Party shall cooperate with each other in all reasonable respects in connection with the defense of any claim, including making available records relating to such claim and furnishing, without expense to the Indemnifying Party and/or its counsel, such employees of the Indemnified Party as may be reasonably necessary for the preparation of the defense of any such claim or for testimony as witnesses in any proceeding relating to such claim.

Third Party Claims. (a) If a claim claim, action, suit or proceeding by a third party (a "Third Party Claim") is made against any Person entitled to indemnification pursuant to Section 7.2 hereof (an "Indemnified Party"), and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10Article 7, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of obligated to indemnify such Indemnified Party (or, in the case of a Buyer Indemnitee seeking indemnification, such Buyer Indemnitee shall promptly notify Seller Representative) (such notified party, the "Responsible Party") of such claims; provided that the failure to give such notice so notify shall not result in a waiver relieve the Responsible Party of its indemnity rights obligations hereunder, except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claimResponsible Party is actually and materially prejudiced thereby. The Indemnifying Responsible Party shall have thirty (30) calendar days after receipt of such notice to undertakeassume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of its own choosing and at its own expensethe Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall reasonably cooperate with it in connection therewith; provided, however, provided that the Responsible Party shall permit the Indemnified Party may to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The So long as the Responsible Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim without (whether or not appropriate notice has been given by Indemnified Party), provided that in such event it shall waive any right to indemnity therefor by the written consent of Responsible Party or from the Indemnifying PartyEscrow Account, which as the case may be, for such claim unless the Responsible Party shall have consented in writing to such payment or settlement, provided that such consent shall not be unreasonably withheld. The Indemnifying Party will not pay withheld or settle any claim unless it contains an unconditional release of the Indemnified Partydelayed. If the Indemnifying Responsible Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim at any time after such thirty-day (30) period but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreement. Further, if (i) the claim seeks as a sole or primary remedy an injunction or other equitable relief against the Indemnified Party, (ii) the claim relates to Buyer's relationship or business dealings with a customer, distributor, dealer, vendor or supplier, in each case which is material to the Target Companies' business as a whole, or (iii) the Responsible Party fails to accept the defense of the claim or it fails to diligently contest the claim, the Indemnified Party shall have the right to contest, settle or compromise the claim at any time upon notice to the Responsible Party but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Responsible Party shall not, except with the consent of the Indemnified Party (which shall not be unreasonably withheld), enter into any settlement that does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim or consent to entry of any judgment. Notwithstanding any provision of this Section 7.3 to the contrary, any Third Party Claim relating to Taxes shall be governed by Section 4.2. (b) All of the Parties shall reasonably cooperate in the defense or prosecution of any Third Party Claim in respect of which indemnity may be sought hereunder and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Third Party Claims. If a (a) A Buyer Indemnitee or Shareholder Indemnitee entitled to indemnification hereunder, as applicable, (the “Indemnified Party”) that becomes aware of any legal proceeding, claim or demand instituted by a any third party is made against an Indemnified Party(a “Third-Party Claim”) shall promptly, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party but in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying Party shall have any event no more than thirty (30) days after receipt receiving notice of the Third-Party Claim, give the party required to provide such indemnification (the “Indemnifying Party”) written notice of such notice to undertake, through counsel Third-Party Claim in respect of its own choosing and at its own expense, the settlement or defense thereof, and which the Indemnified Party is entitled to indemnification hereunder; provided that the failure to provide prompt notice shall cooperate not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent (and only to the extent) that the Indemnifying Party is actually and materially prejudiced by the failure of the Indemnified Party to provide such prompt notice. (b) If the Indemnifying Party provides written notice to the Indemnified Party stating that the Indemnifying Party is responsible for the entire Third-Party Claim within fifteen (15) Business Days after the Indemnifying Party’s receipt of written notice from the Indemnified Party of such Third-Party Claim, the Indemnifying Party shall have the right, at the Indemnifying Party’s expense, to defend against, negotiate, settle or otherwise deal with it in connection therewithsuch Third-Party Claim and to have the Indemnified Party represented by counsel, reasonably satisfactory to the Indemnified Party, selected by the Indemnifying Party; provided, however, that (i) the Indemnified Party may participate in any proceeding with counsel of its choice and at its expense, (ii) the Indemnifying Party may not assume the defense of any Third-Party Claim if a material conflict of interest exists between the Indemnifying Party and the Indemnified Party that precludes effective joint representation, and (iii) the Indemnified Party may take over the defense and prosecution of a Third-Party Claim from the Indemnifying Party if the Indemnifying Party has failed or is failing to diligently prosecute or defend such settlement or defense through counsel chosen by Third-Party Claim following the provision of written notice to the Indemnifying Party of such Indemnified Partyfailure and the failure of the Indemnifying Party to cure such failure within five (5) Business Days of receipt of such notice; and provided further, provided that the fees and expenses Indemnifying Party may not enter into a settlement of such counsel shall be borne by such Indemnified Party. The Indemnified any Third-Party shall not pay or settle any claim Claim without the written consent of the Indemnifying Indemnified Party, which consent shall will not be unreasonably withheld. The Indemnifying Party will not pay , delayed or settle any claim conditioned, unless it contains an unconditional release of such settlement provides the Indemnified PartyParty with a full release from such Third-Party Claim and requires no more than a monetary payment for which the Indemnified Party is fully indemnified. If the Indemnifying Party does not, or is not within thirty (30) days after the receipt able to, assume or maintain control of the Indemnified Party's notice of a claim of indemnity hereunder undertake the such defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counselcompliance with this Section 8.7(b), the Indemnified Party shall will have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of control such costs and fees, shall be reimbursed by defense at the Indemnifying Party as incurred) pursuant to this AgreementParty’s expense.

Third Party Claims. If a claim by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such (a) Each Indemnified Party shall promptly notify the Indemnifying Party of the assertion by any third party of any claim for which the indemnification set forth in writing this Section relates (which shall also constitute the notice required by Section 7.3), but failure to give such notice within any particular time period shall not adversely affect the Indemnified Party’s rights to indemnification. (b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 30 days after the receipt of any notice provided under Section 7.4(a), to undertake the defense of such claims setting forth such claims in reasonable detail; provided, however, that claim. The failure of such Indemnified the Indemnifying Party to give such notice and to undertake the defense of such a claim shall not result in constitute a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to ’s rights under this Section 7.4 and in the absence of gross negligence or defend willful misconduct on the claim. The Indemnifying Party shall have thirty (30) days after receipt part of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it preclude the Indemnifying Party from disputing the manner in connection therewith; provided, however, that which the Indemnified Party may participate conduct the defense of such claim or the reasonableness of any amount paid by the Indemnified Party in satisfaction of such settlement claim. (c) Notwithstanding subsection (b) above, absent the prior written consent of the Indemnified Party to the contrary, the Indemnifying Party shall not have the right to assume control of the defense of the claim (i) if the claim seeks an injunction or defense through counsel chosen by such equitable relief against the Indemnified Party, provided that (ii) if the fees and expenses of such counsel shall be borne by such claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation, or investigation against an Indemnified Party, or (iii) unless it has admitted to an indemnification obligation under this Agreement with respect to such claim, which admission shall constitute the Indemnifying Party’s undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties, and assessments incurred in connection therewith. With the prior written consent of the Indemnified Party, the Indemnifying Party may undertake the defense of a claim without admitting that it has an indemnification obligation under this Agreement. So long as the Indemnifying Party is defending a claim actively and in good faith, the Indemnified Party shall not settle such claim. The Indemnified Party shall not pay make available to the Indemnifying Party and its representatives all records and other materials reasonably required by them and in the possession or settle under the control of the Indemnified Party for the use by the Indemnifying Party and its representatives in defending any claim without such claim, and shall in other respects give reasonable cooperation in such defense. (d) The Indemnifying Party must obtain the prior written consent of the Indemnifying Party, Indemnified Party (which consent shall not be unreasonably withheld. The Indemnifying the Indemnified Party will not pay unreasonably withhold) before entering into any settlement or settle any compromise of such claim unless it contains an unconditional release or proceeding or ceasing to defend such claim or proceeding. Notwithstanding the foregoing, the Indemnifying Party may, without the prior written consent of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contest, settle or compromise any third-party claim, which is paid entirely by the Indemnifying Party, or consent to the entry of judgment with respect to a third-party claim, provided such settlement, compromise, or judgment relates only to the payments of monetary damages and includes, as an unconditional term thereof, a full and complete release of all Indemnified Parties by the claimant or the plaintiff of all liability with respect to such claim but shall not thereby waive any right to indemnity therefor unless an Indemnified Party determines in good faith that there is a reasonable probability that the proposed settlement or compromise could adversely affect it or its Affiliates other than as a result of monetary damages. (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed e) The election by the Indemnifying Party as incurred) pursuant to this AgreementSection 7.4(b) to undertake the defense of a third-party claim shall not preclude the party against which such claim has been made also from participating or continuing to participate in such defense, so long as such party bears its own legal fees and expenses for so doing.

Third Party Claims. If a claim by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. (a) The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertakethe right, through counsel of its own choosing and at its own expense, to participate in or, if it acknowledges its liability for the Third Party Claim, assume control of the negotiation, settlement or defense thereofdefence of any Third Party Claim for damages and if the Indemnifying Party assumes control, and it shall reimburse the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release for all of the Indemnified Party’s out-of-pocket costs and expenses incurred prior to the time the Indemnifying Party assumed control. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due elects to an actual or potential conflict arising from assume such claim (as determined in good faith by the Indemnified Party's legal counsel)control, the Indemnified Party shall have the right to contestparticipate in the negotiation, settle settlement or compromise defence of such Third Party Claim and to retain counsel to act on its behalf, provided that the claim but fees and disbursements of such counsel shall not thereby waive any right to indemnity therefor be paid by the Indemnified Party (and for all associated reasonable costs and attorney's fees which, will not constitute an indemnifiable Loss under this Article 8) unless in the case reasonable opinion of the Indemnified Party on the advice of its counsel, representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them (such costs and feesas the availability of different defences). (b) If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be reimbursed entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. (c) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a “Third Party”) with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under such Third Party Claim, as finally determined, is less than the amount that was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after the receipt of the difference from the Third Party, pay the amount of such difference, together with any interest thereon paid by the Third Party to the Indemnified Party, to the Indemnifying Party. In addition, the Indemnifying Party shall post all security required by any court, regulatory body or other authority having jurisdiction, including for purposes of enabling the Indemnifying Party to contest any Third Party Claim. (d) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the negotiation, settlement or defence of the Third Party Claim (unless otherwise agreed to in writing by the Indemnified Party) and shall reimburse the Indemnified Party for the reasonable, documented out-of-pocket fees and expenses of counsel retained by the Indemnified Party if (i) the Claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (ii) the Claim for indemnification relates to the Seller Tax Representations or is made under Section 8.2(c) or 8.2(f) (iii) the Claim seeks an injunction or equitable relief against the Indemnified Party; (iv) the Indemnified Party has been advised in writing by outside counsel that there exists an actual conflict of interest between the Indemnifying Party and the Indemnified Party; or (v) the Claims relates to a Material Contract, Material Supplier or Material Customer. Moreover, the Indemnifying Party, if a Seller, will not settle, compromise or pay any Third Party Claim without the prior consent of the Purchaser Indemnified Party unless the settlement (A) includes a complete release of the Purchaser Indemnified Parties without payment of any amount by any Purchaser Indemnified Party, and (B) does not include a finding or admission of wrongdoing on the part of any Purchaser Indemnified Party. If the Indemnified Party has assumed the defence under Section 8.9(d), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). (e) If the Indemnifying Party fails to assume control of the defence of any Third Party Claim or defaults in respect of any of its obligations under this Section 8.9 with respect thereto, the Indemnified Party shall have the exclusive right to contest the amount claimed and may settle and pay the same on 14 days’ prior written notice to the Indemnifying Party and the Indemnifying Party shall, thereupon, be deemed to have agreed that such settlement is reasonable and may be agreed to by the Indemnified Party and all other Persons liable in respect of the Third Party Claim unless within such 14-day period the Indemnifying Party notifies the Indemnified Party that it is assuming or reassuming control of such defence and thereafter assumes or reassumes such control and does not default. (f) The Indemnified Party and the Indemnifying Party shall co-operate fully with each other with respect to Third Party Claims, and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as incurredit becomes available). The Indemnifying Party and the Indemnified Party shall make all reasonable efforts to make available to the party which is undertaking and controlling the defence of any Third Party Claim (for the purposes of this paragraph, the “Defending Party”), (i) pursuant those employees whose assistance, testimony or presence is necessary to this Agreementassist the Defending Party in evaluating and in defending any Third Party Claim; and (ii) all documents, records and other materials in the possession of that Party reasonably required by the Defending Party for its use in defending any Third Party Claim, in each case subject to the Access Principles.

Third Party Claims. (a) If a claim by a third party is made against an any Indemnified PartyParty (a Third Party Claim), and if such Indemnified Party party intends to seek indemnity with respect thereto under this Section 10Article 7, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detailThird Party Claim; provided, however, that the failure of such Indemnified Party to give such notice so notify shall not result in a waiver relieve the Indemnifying Party of its indemnity rights obligations hereunder, except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claimParty is materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertakeassume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of its own choosing and at its own expensethe Indemnifying Party, of the settlement or defense thereofof such Third Party Claim; provided, and that (i) the Indemnifying Party shall permit the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may to participate in such settlement or defense through counsel chosen by such Indemnified Party; provided, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party; provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (A) such Third Party Claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (B) such Third Party Claim seeks an injunction or equitable relief against the Indemnified Party and does not otherwise seek monetary damages; (C) the Indemnified Party has been advised in writing by counsel that there is an actual conflict of interest between the Indemnifying Party and the Indemnified Party; or (D) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third Party Claim. (b) Any Indemnified Party shall have the right to employ separate counsel in any such action or claim and to participate in the defense of such Third Party Claim, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless (i) the Indemnifying Party shall have failed, or is not entitled, to assume the defense of such Third Party Claim in accordance with Section 7.7(a), or (ii) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there may be one (1) or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party, or available to the Indemnifying Party the assertion of which would be adverse to the interests of the Indemnified Party. The Indemnified Party shall not pay or settle any claim such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not to be unreasonably withheld. The Indemnifying Notwithstanding the foregoing, the Indemnified Party will not shall have the right to pay or settle any claim unless such Third Party Claim; provided, that in such event it contains an unconditional release of shall waive any right to indemnity therefor by the Indemnified Party. Indemnifying Party for such Third Party Claim, and the related settlement payments or other actions taken in settlement shall not constitute “Losses” under this Agreement. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party's ’s notice of a claim Third Party Claim of indemnity hereunder that it elects to undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim Third Party Claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreement. (d) The Indemnifying Party shall not, except with the consent of the Indemnified Party, not to be unreasonably withheld, enter into any settlement unless such settlement (i) is entirely indemnifiable by the Indemnifying Party pursuant to this Article 7, (ii) includes as an unconditional term thereof the giving by the person or persons asserting such Third Party Claim to all Indemnified Parties of an unconditional release from all Liabilities with respect to such Third Party Claim or consent to entry of any judgment and (iii) does not impose any injunctive relief or other restrictions of any kind or nature on any Indemnified Party. (e) The Indemnifying Party and the Indemnified Party shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense to the Indemnifying Party and/or its counsel, such employees of the Indemnified Party as may be reasonably necessary for the preparation of the defense of any such Third Party Claim or for testimony as witnesses in any proceeding relating to such Third Party Claim.

Third Party Claims. If a claim Promptly after the receipt by a either party of notice of any claim, action, suit or proceeding by any third party (collectively, an "Action"), which Action is made against an subject to indemnification under this Agreement, such party (the "Indemnified Party") will give reasonable written notice to the party from whom indemnification is claimed (the "Indemnifying Party"). The Indemnified Party will be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, and if such (a) admits in writing to the Indemnified Party intends the Indemnifying Party's liability to seek indemnity with respect thereto the Indemnified Party for such Action under the terms of this Section 1011, such (b) notifies the Indemnified Party shall promptly notify the Indemnifying Party in writing of the Indemnifying Party's intention to assume such claims setting forth such claims in reasonable detail; provideddefense, however, that failure of such (c) provides evidence reasonably satisfactory to the Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend pay the claim. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertakeamount, through counsel of its own choosing and at its own expenseif any, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that for which the Indemnified Party may be liable as a result of such Action and (d) retains legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The other party will cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance with this Agreement in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such Action, the Indemnified Party will have the right to employ separate counsel and to participate in such (but not control) the defense, compromise or settlement or defense through counsel chosen by such Indemnified Partyof the Action, provided that but the fees and expenses of such counsel shall will be borne at the expense of the Indemnified Party unless (x) the Indemnifying Party has agreed to pay such fees and expenses, (y) any relief other than the payment of money damages is sought against the Indemnified Party or (z) the Indemnified Party will have been advised by its counsel that there may be one or more defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such Indemnified case that portion of the fees and expenses of such separate counsel that are reasonably related to matters covered by the indemnity provided in this Section 11 will be paid by the Indemnifying Party. The No Indemnified Party shall not pay will settle or settle compromise any claim such Action for which it is entitled to indemnification under this Agreement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldunless the Indemnifying Party has failed, after reasonable notice, to undertake control of such Action in the manner provided in this Section 11.4. The No Indemnifying Party will not pay settle or settle compromise any claim unless it contains an unconditional release such Action (A) in which any relief other than the payment of money damages is sought against any Indemnified Party or (B) in the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt case of any Action relating to the Indemnified Party's notice liability for any Tax, if the effect of a claim such settlement would be an increase in the liability of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by for the Indemnified Party's legal counsel)payment of any Tax for any period beginning after the Closing Date, unless the Indemnified Party shall have the right consents in writing to contest, settle such compromise or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreementsettlement.

Third Party Claims. If a claim any Action (including any Action set forth in Schedules 3.5 or 5.11) is asserted or instigated by a third party is made (each, a “Third Party Claim”) against any Person entitled to indemnification pursuant to Sections 11.2 or 11.3 (an “Indemnified Party”), and if in respect of which such Indemnified Party intends to seek indemnity with respect thereto under this Section 10Article XI, such Indemnified Party shall promptly notify the party obligated to indemnify such Indemnified Party (the “Indemnifying Party in writing Party”) of such claims setting forth such claims in reasonable detailThird Party Claim; provided, however, that the failure of such Indemnified Party to give such notice so notify shall not result in a waiver relieve the Indemnifying Party of its indemnity rights obligations hereunder, except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claimParty is actually prejudiced thereby. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertakeassume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of its own choosing and at its own expensethe Indemnifying Party, of the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnifying Party shall permit the Indemnified Party may and its counsel to participate in such settlement or defense through counsel chosen by such Indemnified Partydefense, provided provided, however, that the fees and expenses of such counsel shall be borne by such Indemnified Party. The So long as the Indemnifying Party is reasonably contesting any such Third Party Claim in good faith, the Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Partysuch claim. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party's ’s notice of a claim Third Party Claim of indemnity hereunder that it elects to undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim such Third Party Claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreement. The Indemnifying Party shall not except with the consent of all other Indemnifying Parties and the Indemnified Party, and the Indemnified Party shall not except with the consent of all of the Indemnifying Parties, (in each case such consent not to be unreasonably delayed, conditioned or withheld), enter into any settlement or compromise of any Action, or admit to any liability with respect to any Indemnifying or Indemnified Party, or consent to entry of any judgment that does not include as an unconditional term thereof the giving by the Person or Persons asserting such Third Party Claim of an unconditional release of all Indemnifying Parties and Indemnified Parties from all liability with respect to such Third Party Claim.

Third Party Claims. If In the event of any Action or demand asserted by any Person who is not the Buyer or the Seller or an Affiliate thereof (or a successor) that is or gives rise to an indemnification claim by (a third party is made against an Indemnified Party“Third Party Claim”), and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that failure of such may elect to indemnify the Indemnified Party therefor and to give assume the defense of any such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices claim or any litigation resulting therefrom, but only if (i) counsel for the Indemnifying Party's ability to respond to , who shall conduct the defense of such claim or defend any litigation resulting therefrom, shall be approved by the claim. The Indemnified Party (which approval shall not be unreasonably withheld, conditioned or delayed), (ii) the Indemnifying Party shall have notifies the Indemnified Party in writing, within thirty (30) days (or sooner, if the nature of the Third Party Claim so requires) after receipt the Indemnified Party has given written notice to the Indemnifying Party of the Third Party Claim in accordance with Section 7.4(a), that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from the Third Party Claim (to the extent related to a Liability for which the Indemnified Party is entitled to indemnification under this ARTICLE VII); (iii) the Indemnifying Party provides the Indemnified Party with adequate assurance 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; (iv) such Third Party Claim involves only monetary damages and the sum of such notice monetary damages is greater than twice the maximum amount for which the Indemnifying Party is required to undertakeindemnify the Indemnified Party under this Agreement; (v) such Third Party Claim does not seek an injunction or other equitable relief against an Indemnified Party or the Purchased Assets; (vi) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently; and (vii) the Indemnified Party, through counsel in its reasonable judgment, shall not have concluded, based upon the advice of its own choosing counsel, that: (A) there is a conflict of interest between the Indemnified Party and at its own expensethe Indemnifying Party in the conduct of such defense; or (B) there are one or more material defenses available to the Indemnified Party that are not available to the Indemnifying Party. If the Indemnifying Party assumes the defense of any such claim or litigation arising therefrom, the settlement or defense thereof, and the Indemnified Party shall reasonably cooperate with it in connection therewith; provided, however, the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably requested by the Indemnifying Party or that are reasonably relevant to such Third Party Claim. The Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of at the Indemnified Party’s expense, which shall include counsel of its choice. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), the The Indemnified Party shall have the right to contestemploy, settle or compromise at the claim but shall not thereby waive any right Indemnifying Party’s expense, one counsel of its choice in each applicable jurisdiction (if more than one jurisdiction is involved) to indemnity therefor represent the Indemnified Party if (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by A) the Indemnifying Party is not permitted to defend the Third Party Claim as incurredprovided above in this Section 7.4(b), or (B) pursuant the Indemnifying Party fails to assume the defense of such Third Party Claim in accordance with the requirements of this AgreementSection 7.4(b) or otherwise fails to perform its obligations or satisfy the conditions with respect thereto as provided above in this Section 7.4(b). In each such case, the Indemnified Party may defend such Third Party Claim on behalf of and for the account and risk of the Indemnifying Party. If the Indemnifying Party assumes the defense of such Third Party Claim, (1) it shall keep the Indemnified Party reasonably informed of the status of the defense, and (2) it shall not effect a settlement thereof without the Indemnified Party’s written consent (which consent shall not be unreasonably withheld or delayed).

Third Party Claims. If a claim by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such The Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth such claims as soon as is reasonably practicable after being informed in reasonable detail; provided, however, writing that failure of such Indemnified Party to give such notice shall not facts exist which may result in a waiver claim originating from a Person other than the Indemnified Party (a "Third Party Claim") and in respect of its indemnity rights except which a right of indemnification given pursuant to the extent that such failure prejudices the Indemnifying Party's ability to respond to Section 7.1 or defend the claim7.2 may apply. The Indemnifying Party shall have thirty the right to elect, by written notice delivered to the Indemnified Party within 10 days of receipt by the Indemnifying Party of the notice from the Indemnified Party in respect of the Third Party Claim, at the sole expense of the Indemnifying Party, to participate in or assume control of the negotiation, settlement or defence of the Third Party Claim, provided that: (30i) days after receipt such will be done at all times in a diligent and bona fide matter; (ii) the Indemnifying Party acknowledges in writing its obligation to defend the Indemnified Party in accordance with the terms contained in this Agreement in respect of that Third Party Claim; and (iii) the Indemnifying Party shall pay all reasonable out-of-pocket expenses incurred by, the Indemnified Party as a result of such notice participation or assumption. If the Indemnifying Party elects to undertakeassume such control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Indemnifying Party may and its counsel and shall have the right to participate in such the negotiation, settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses defence of such counsel shall be borne by such Indemnified Party. The Indemnified Third Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified PartyClaim at its own expense. If the Indemnifying Party does not within thirty (30) days after so elect or, having elected to assume such control, thereafter fails to proceed with the receipt settlement or defence of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified any such Third Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)Claim, the Indemnified Party shall have the right be entitled to contestassume such control. In such case, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant shall cooperate where necessary with the Indemnified Party and its counsel in connection with such Third Party Claim and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to this Agreementsuch Third Party Claim.

Third Party Claims. If The obligations and liabilities of a claim party from which indemnification is sought (an "Indemnifying Party") by a person or entity seeking indemnification (an "Indemnified Party") under this Section 4.10 with respect to claims resulting from the assertion of liability by third parties shall be subject to the following conditions: 4.10.3.1 The Indemnified Party shall give written notice to the Indemnifying Party of the nature of the assertion of liability by a third party and the amount thereof promptly after the Indemnified Party learns of such assertion. The foregoing notwithstanding, failure of an Indemnified Party to comply with its obligations under this Section 4.10.3 shall affect its right to indemnity only to the extent the Indemnifying Party demonstrates actual damage caused by such failure. 4.10.3.2 If any claim, action, suit or proceeding (an "Action") is made brought by a third party against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party the Action shall promptly notify be defended by the Indemnifying Party in writing of and such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice defense shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices include all appeals or reviews which counsel for the Indemnifying Party's ability to respond to or defend Party shall deem appropriate. Until the claim. The Indemnifying Party shall have thirty assumed the defense of any such Action, or if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party (30) days after receipt in which case the Indemnifying Party shall not be entitled to assume the defense of such notice Action), all legal or other expenses reasonably incurred by the Indemnified Party shall be borne by the Indemnifying Party and shall be repaid to undertakethe Indemnifying Party by the Indemnified Party if it is finally determined that the Indemnifying Party was not liable or responsible for the claim underlying the Action. 4.10.3.3 In any Action initiated by a third party and defended by the Indemnifying Party, through (a) the Indemnified Party shall have the right to be represented by advisory counsel of its own choosing and accountants, at its own expense, (b) the settlement or defense Indemnifying Party shall keep the Indemnified Party fully informed as to the status of such Action at all stages thereof, and whether or not the Indemnified Party is represented by its own counsel, (c) the Indemnified Party shall cooperate with it in connection therewith; providedmake available to the Indemnifying Party, howeverand its attorneys and accountants, that all books and records of the Indemnified Party relating to such Action, and (d) the parties shall render to each other such assistance (including, without limitation, as contemplated by Section 4.6) as may participate in be reasonably required for the proper and adequate defense of such settlement or defense through counsel chosen Action. 4.10.3.4 In any Action initiated by such Indemnified a third party and defended by the Indemnifying Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Indemnifying Party shall not pay or settle make any settlement of any claim without the written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheldwithheld or delayed. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release Without limiting the generality of the Indemnified Party. If the Indemnifying Party does foregoing, it shall not within thirty (30) days after the receipt of the Indemnified Party's notice of be deemed unreasonable to withhold consent to a claim of indemnity hereunder undertake the defense thereof settlement involving injunctive or if other equitable relief against the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)its assets, the Indemnified Party shall have the right to contest, settle employees or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreementbusiness.

Third Party Claims. If a any Buyer Indemnitee or Seller Indemnitee (the “Indemnified Party”) receives written notice of the commencement of any Action or the assertion of any claim by a third party is made against an Indemnified Partyor the imposition of any penalty or assessment for which indemnity may be sought under Section 9.02 or Section 9.03 (a “Third Party Claim”), and if such Indemnified Party intends to seek indemnity with respect thereto under pursuant to this Section 10Article IX, such the Indemnified Party shall promptly notify (but no later than 30 days of receiving such notice) provide the other party from whom indemnity may be sought under Section 9.02 or Section 9.03 (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, the basis, the amount thereof (to the extent known or estimated, which amount shall not be conclusive of the final amount of such Third Party Claim), the method of computation thereof (to the extent known or estimated), any other remedy sought thereunder, any relevant time constraints relating thereto, and, to the extent practicable and permitted by applicable Law, any other material details pertaining thereto, along with copies of the substantive documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually and materially prejudiced thereby through the forfeiture of substantial rights or defenses. The Indemnifying Party will have fifteen (15) days from receipt of any such notice of a Third Party Claim to give written notice to the Indemnified Party whether it is assuming and controlling the defense, appeal or settlement proceedings thereof with counsel of the Indemnifying Party’s choice; provided, however, 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 (A) the Third Party Claim relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation, (B) the Third Party Claim seeks non-monetary, injunctive or equitable relief against the Indemnified Party or any of its Affiliates, or (C) the amount in dispute is reasonably likely to be covered, in whole or primarily by, or reduce the retention under, the R&W Insurance Policy or is otherwise reasonably likely to exceed the maximum amount for which the Indemnifying Party can then be liable pursuant to this Article IX. So long as the Indemnifying Party has assumed the defense, appeal or settlement proceedings of the Third Party Claim in accordance herewith, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense, appeal and settlement proceedings of the Third Party Claim; provided that if the Indemnifying Party assumes control of such defense and (x) the Indemnified Party has been advised by counsel in writing that the Indemnifying Party and the Indemnified Party have an actual conflict with respect to such action, suit, proceeding or claim or (y) if there are material legal defenses available to an Indemnified Party that are different from or in addition to those available to the Indemnifying Party, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection with such claims setting forth such claims in reasonable detailaction, suit, proceeding or claim shall be considered “Losses” for purposes of this Agreement; provided, however, that failure in no event shall the Indemnifying Party be responsible for the fees and expenses of such more than one counsel per jurisdiction for all Indemnified Parties (it being understood that in the case of claims regarding jurisdictions other than the United States of America, the Indemnified Party shall be permitted to give such notice shall engage both United States counsel and one counsel in each relevant foreign jurisdiction), (ii) the Indemnified Party will not result in a waiver of its indemnity rights except admit any liability or consent to the extent that such failure prejudices entry of any judgment or enter into any settlement agreement, compromise or discharge with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed) and (iii) the Indemnifying Party will not admit to any wrongdoing by the Indemnified Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt the right to settle, compromise or approve the entry of such notice any judgment in respect of any Third Party Claim controlled by the Indemnifying Party to undertakewhich settlement, through counsel of its own choosing and at its own expense, the settlement compromise or defense thereof, and judgment the Indemnified Party consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), except that no such consent shall cooperate with it be required if (1) such settlement, compromise or judgment does not involve any injunctive or equitable relief or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party, (2) the Indemnifying Party shall (x) pay or cause to be paid all amounts in connection therewith; providedsuch settlement, howevercompromise or judgment and (y) not encumber any of the assets of any Indemnified Party or agree to any term, restriction or condition that would apply to or adversely affect any Indemnified Party or the conduct of any Indemnified Party’s business, (3) the terms of such settlement or compromise, settlement or judgment provide for a complete and unqualified release of the claims that are the subject of such Third Party Claim in favor of the Indemnified Party may participate in and (4) the insurer of the R&W Insurance Policy is not entitled to consent to any such settlement settlement, compromise or defense through counsel chosen by judgment under the terms thereof, or such Indemnified Party, provided that the fees and expenses of such counsel consent shall be borne by such Indemnified Partyhave been obtained. The Indemnified parties will act in good faith in responding to, defending against, settling or otherwise dealing with Third Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheldClaims. The Indemnifying Party parties will also reasonably cooperate in any such defense, appeal or settlement proceedings. Whether or not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after has assumed the receipt of the Indemnified Party's notice of defense, appeal or settlement proceedings with respect to a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Third Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)Claim, the Indemnified Party shall have will not enter into any settlement or approve the right to contest, settle or compromise the claim but shall not thereby waive entry of any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by judgment without the Indemnifying Party as incurred) pursuant Party’s prior written consent (such consent not to this Agreementbe unreasonably withheld, conditioned or delayed).

Third Party Claims. If a claim (a) Promptly after the receipt by a any Parent Indemnitee of notice of any claim, action, suit or proceeding of any third party which is made against an Indemnified Partysubject to indemnification hereunder, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party Parent Indemnitee shall promptly notify the Indemnifying Party in writing give written notice of such claims setting forth such claims in reasonable detail; providedclaim to the Indemnitor, however, that failure stating the nature and basis of such Indemnified Party claim and the amount thereof, to the extent known. Failure of the Parent Indemnitee to give such notice shall not result in a waiver relieve the Parent Indemnitee from any liability which it may have on account of its indemnity rights indemnification obligation or otherwise, except to the extent that such failure prejudices the Indemnifying Party's ability Parent Indemnitee is materially prejudiced thereby. (b) The Indemnitor shall continue the defense of the Current Actions, for itself and on behalf of the Partnership subject to respond the provisions of this Section 5.03 and the Partnership, as a Parent Indemnitee, shall be entitled to or defend the claimbenefit of the provisions of this Section 5.03 with respect thereto. The Indemnifying Party Indemnitor shall be entitled to elect to participate in the defense of and, if it so chooses, to assume the defense of such claim, action, suit or proceeding with counsel selected by the Indemnitor and reasonably satisfactory to the Parent Indemnitee. Upon any such election by the Indemnitor to assume the defense of such claim, action, suit or proceeding, the Indemnitor shall not be liable for any legal or other expenses subsequently incurred by the Parent Indemnitee in connection with the defense thereof, provided, however, that (i) if the Parent Indemnitee shall have thirty (30) days after receipt reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, then the Parent Indemnitee shall have the right to select separate counsel to participate in the defense of such notice to undertakeaction on its behalf, through counsel at the expense of the Indemnitor and (ii) the Parent Indemnitee may, at its own choosing option and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through and employ counsel chosen separate from the counsel employed by such Indemnified Party, provided that the Indemnitor. The Indemnitor shall be liable for the reasonable fees and expenses of such counsel shall be borne employed by such Indemnified Partythe Parent Indemnitee for any period in which the Indemnitor has not assumed the defense thereof (other than during any period in which the Parent Indemnitee failed to give the notice provided above). The Indemnified Party parties shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims, notwithstanding any dispute as to liability as between the parties under this Article V. The parties shall also cooperate in any such defense, give each other full access to all non-privileged information relevant thereto and make employees and other representatives available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnitor shall have assumed the defense, the Indemnitor shall not pay or settle be obligated to indemnify the Parent Indemnitee hereunder for any claim settlement entered into without the Indemnitor's prior written consent of the Indemnifying Partyconsent, which consent shall not be unreasonably withheldwithheld or delayed. The Indemnifying Party will Unless the sole relief is monetary damages which are payable in full by the Indemnitor, the Indemnitor shall not pay or settle any claim unless it contains an unconditional release without the prior written consent of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)Parent Indemnitee, the Indemnified Party shall have the right to contest, settle or compromise the claim but which consent shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreementunreasonably withheld or delayed.

Third Party Claims. ​ (a) If a claim any Proceeding is instituted by or against a third party is made against an Indemnified Party, and if such with respect to which the Indemnified Party intends to seek indemnity with respect thereto under this Section 10Article IX (a “Third Party Claim”), such the Indemnified Party shall promptly notify the Indemnifying Party in writing of such claims setting forth Third Party Claim and tender to the Indemnifying Party the conduct or defense of such claims Third Party Claim. A failure by the Indemnified Party to give notice and to tender the conduct or defense of the Third Party Claim in reasonable detaila timely manner pursuant to this Section 9.4 shall not limit the obligation of the Indemnifying Party under this Article IX, except (i) to the extent such Indemnifying Party is materially prejudiced thereby, (ii) with respect to out-of-pocket expenses incurred during the period in which notice was not provided, and (iii) if such notice is not given within the applicable time period provided under Section 9.5 ​ (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim as provided herein. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnifying Party to dispute whether such claim is an indemnifiable Loss under this Article IX), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, in all appropriate proceedings, to a final conclusion or settlement in accordance with this Section 9.4(b). The Indemnifying Party shall use reasonably diligent and good faith efforts to defend or prosecute such Third Party Claim and shall keep the Indemnified Party reasonably advised of the status of such claim and defense thereof and shall consider in good faith recommendations made by the Indemnified Party with respect thereto. The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; however, neither Party shall enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the Third Party Claim to all Indemnified Parties affected by the claim, (ii) the settlement agreement does not contain any admission of liability by or other obligation on the part of the Indemnified Party or sanction or restriction upon the conduct or operation of any business by the Indemnified Party or its Affiliates and (iii) the settlement does not require any payment to be made by the Indemnified Party to any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.4(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation; provided, however, that failure if the Indemnifying Party assumes control of the defense of such claim and the Indemnifying Party and the Indemnified Party have, in the opinion of legal counsel, materially conflicting interests or different defenses available with respect to such claim that cause the Indemnified Party to give hire its own separate counsel with respect to such notice shall not result in proceeding, the reasonable fees and expenses of a waiver of its indemnity rights except single counsel to the extent that such failure prejudices Indemnified Party shall be considered “Losses” for purposes of this Agreement. ​ (c) If the Indemnifying Party's ability Party does not notify the Indemnified Party that the Indemnifying Party elects to respond to or defend the claim. The Indemnifying Indemnified Party shall have pursuant to Section 9.4(b) within thirty (30) calendar days after receipt of such notice to undertakeany Claim Notice, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and then the Indemnified Party shall cooperate defend, and be reimbursed by the Indemnifying Party for its reasonable cost and expense in regard to the Third Party Claim with counsel selected by the Indemnified Party, in all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party; provided, that if it is ultimately determined that the Indemnified Party would not be entitled to indemnification hereunder, even if the facts alleged in connection therewiththe Third Party Claim were true as alleged, the Indemnified Party shall promptly repay in full such reimbursed amounts to the Indemnifying Party. In the circumstances described in this Section 9.4(c), the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may participate in such not enter into any compromise or settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall Third Party Claim if indemnification is to be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim sought hereunder, without the written consent of the Indemnifying Party, ’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party will may participate in, but not pay control, any defense or settle any claim unless it contains an unconditional release of settlement controlled by the Indemnified Party. If Party pursuant to this Section 9.4(c), and the Indemnifying Party does not within thirty shall bear its own costs and expenses with respect to such participation. ​ (30d) days after If requested by the receipt of Party controlling the Indemnified Party's notice defense of a claim Third Party Claim, the other Party agrees, at the sole cost and expense of indemnity hereunder undertake such controlling Party (but only if the controlling Party is actually entitled to indemnification hereunder), to cooperate with the controlling Party and its counsel in contesting any Third Party Claim being contested, including providing access to documents, records and information. In addition, the Party that is not controlling the defense thereof will make its personnel available at no cost to the Indemnifying Party for conferences, discovery, proceedings, hearings, trials or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (appeals as determined in good faith by the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall may be reimbursed reasonably required by the Indemnifying Party. The Party as incurred) pursuant not controlling the defense also agrees to this Agreement.cooperate with the controlling Party and its counsel in the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person and executing powers of attorney to the extent necessary. ​

Third Party Claims. If (a) In order for any Purchaser Indemnified Party or any Seller Indemnified Party to be entitled to any indemnification provided for under this Article 13 in respect of, arising out of or involving a claim made by any person other than Seller or Purchaser or their respective successors, assigns or affiliates (a third party is made "Third Party Claim") against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10indemnified party, such Indemnified Party shall promptly indemnified party must notify the Indemnifying Party indemnifying party in writing of the Third Party Claim promptly after receipt by such claims setting forth such claims in reasonable detailindemnified party of written notice of the Third Party Claim; provided, however, that failure of such Indemnified Party any indemnified party to give such notice as provided in this Section 13.4 shall not result in a waiver relieve an indemnifying party of its indemnity rights obligations hereunder except to the extent that the indemnifying party actually has been prejudiced by such failure prejudices to give notice. Thereafter, the Indemnifying Partyindemnified party shall deliver to the indemnifying party, as promptly as practicable and, in any event, within ten (10) days after such indemnified party's ability receipt thereof, copies of all notices and other documents relating to respond the Third Party Claim. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to or defend participate in the claim. The Indemnifying Party shall have defense thereof and, if it so chooses within thirty (30) days after receipt of notice of the Third Party Claim, to assume or cause the assumption of the defense thereof with counsel selected by the indemnifying party (provided such notice counsel is not reasonably objected to undertake, through counsel by the indemnified party). Should the indemnifying party elect to assume or cause the assumption of its own choosing and at its own expensethe defense of a Third Party Claim, the settlement indemnifying party will not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof unless the indemnifying party has agreed in writing to pay such fees and expenses or, in the reasonable judgment of the indemnified party, a conflict of interest between the indemnified party and the indemnifying party exists with respect to such claim. If the indemnifying party elects so to participate in or assume the defense thereofof a Third Party Claim, the indemnified party will fully cooperate with the indemnifying party in connection with such defense. (c) If the indemnifying party assumes the defense of a Third Party Claim, then, as long as the indemnifying party is reasonably contesting such claim in good faith, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the indemnifying party's prior written consent, and the Indemnified indemnified party will agree to any settlement, compromise or discharge of the Third Party shall cooperate with it Claim the indemnifying party may recommend which releases the indemnified party unconditionally and completely in connection therewith; provided, however, that the Indemnified with such Third Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees Claim and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after materially adversely affect the receipt of indemnified party. Notwithstanding the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)foregoing, the Indemnified Party indemnified party shall have the right to contestpay or settle any such claim, settle or compromise the claim but provided that in such event it shall not thereby waive any right to indemnity therefor by the indemnifying party. If the indemnifying party assumes the defense of a Third Party Claim, then the indemnifying party shall not, without the indemnified party's prior written consent, settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a written release from all liability in respect of such Third Party Claim. (d) If the indemnifying party does not assume the defense of any such Third Party Claim, the indemnified party may defend the same in such manner as it may reasonably deem appropriate, including, but not limited to, settling such claim or litigation after giving five (5) business days' prior written notice to the indemnifying party setting forth the terms and for all associated reasonable costs and attorney's fees whichconditions of settlement. (e) The indemnifying party shall in no case settle or compromise any Third Party Claim or consent to the entry of any judgment, in either case for other than solely money damages, without the case consent of the indemnified party if such costs and feessettlement, compromise or judgment would adversely affect the rights of the indemnified party in any continuing manner. (f) The amount that an indemnifying party shall be reimbursed obligated to reimburse an indemnified party in connection with any Third Party Claim shall be reduced by the Indemnifying Party as incurred) pursuant amount of the insurance benefits, if any, obtained by the indemnified party by reason of the matter giving rise to this Agreementsuch claim.

Third Party Claims. (a) If a claim any Indemnified Party receives notice of the assertion or commencement of any Legal Proceeding made or brought by a third party any Person who is made against not an Indemnified Party, and if Party (a “Third Party Claim”) against such Indemnified Party intends to seek indemnity with respect thereto to which the Indemnifying Party is obligated to provide indemnification under this Section 10Agreement, such the Indemnified Party shall promptly notify give the Indemnifying Party in writing of prompt written notice thereof. The failure to give such claims setting forth such claims in reasonable detail; providedprompt written notice shall not, however, that failure of such Indemnified relieve the Indemnifying Party to give such notice shall not result in a waiver of its indemnity rights indemnification obligations, except and only to the extent that such failure prejudices the Indemnifying Party is actually and materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt of such the right to participate in, or by giving written notice to undertakethe Indemnified Party, through counsel to assume the defense of its any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own choosing counsel; provided that the Indemnifying Party shall not have the right to assume the defense of any Third Party Claim (i) that asserts criminal liability or in which any remedy other than the payment of monetary damages is sought; (ii) that involves a claim with respect to which the interests of the Indemnified Party and at its own expensethe Indemnifying Party are, or would reasonably be expected to be, in conflict with one another; or (iii) other than with the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) that relates to any material customer of the Business (collectively, the settlement or defense thereof, and the “Assumption of Defense Conditions”). The Indemnified Party shall cooperate in good faith in the defense of any Third Party Claim assumed by the Indemnifying Party, with it in connection therewith; provided, however, that all reasonable out-of-pocket expenses incurred by the Indemnified Party may participate in connection with such settlement or defense through counsel chosen cooperation being borne by such Indemnified the Indemnifying Party, provided . In the event that the fees Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 6.5(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and expenses on behalf of such counsel shall be borne by such the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects not pay to compromise or defend such Third Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 6.5(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Acquirer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to a confidentiality agreement reasonably acceptable to the Parties) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending Party, management employees of the non-defending Party as may be reasonably necessary for the preparation of the defense of such Third Party Claim; provided that the Indemnified Party and the Indemnifying Party shall use their reasonable best efforts to preserve the attorney-client privilege with respect to any information shared between the Parties in connection with such cooperation. (b) Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim unless (i) the Assumption of Defense Conditions have been satisfied and the Indemnifying Party has actually assumed the defense of the Third Party Claim, and (ii) the Indemnified Party has provided its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within fifteen (15) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, then if the Assumption of Defense Conditions have been satisfied and the Indemnifying Party has actually assumed the defense of the Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 6.5(a), it shall not agree to any claim settlement without the written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld. The Indemnifying Party will not pay , conditioned or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counseldelayed), the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreement.

Third Party Claims. If a (i) In the event that any Action shall be instituted or that any claim or demand shall be asserted by a any third party is made against an Indemnified Partyin respect of which indemnification may be sought under Section 10.2 (a “Third Party Claim”), and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such the Indemnified Party shall promptly notify deliver a Claim Notice to the Indemnifying Party in writing of such claims setting forth such claims in reasonable detail; provided, however, that the assertion of any Third Party Claim of which it has knowledge which is covered by this indemnity. The failure of such the Indemnified Party to give such notice reasonably deliver a Claim Notice in respect of any Third Party Claim shall not result in a waiver of its indemnity rights release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. Party shall have been materially prejudiced by such failure. (ii) The Indemnifying Party shall have thirty the right to conduct (30at the Indemnifying Party’s expense) the defense of a Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, upon delivery of notice to such Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewithClaim Notice; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such counsel shall be borne by such Indemnified PartyThird Party Claim. The Indemnified Party shall be entitled to be indemnified for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not pay or settle assumed the defense of any claim without such Third Party Claim in accordance herewith. If the written consent Indemnifying Party delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (i) such Indemnified Party will reasonably cooperate with and make available to the Indemnifying Party such assistance as the Indemnifying Party may reasonably request in the defense of such Third Party Claim, all at the sole expense of the Indemnifying Party, which consent (ii) the Indemnified Party shall have the right at its sole expense to participate in the defense (including any discussions or negotiations in connection with the settlement, adjustment or compromise) of such Third Party Claim assisted by counsel of its own choosing, (iii) the Indemnifying Party shall deliver to the Indemnified Party, reasonably in advance so as to provide the Indemnified Party a reasonable opportunity to review and comment, copies of all pleadings, notices, offers of settlement and non-privileged communications with respect to such Third Party Claim and (iv) the Indemnifying Party shall keep the Indemnified Party reasonably apprised of developments with respect to such Third Party Claim and the defense thereof. (iii) Notwithstanding the foregoing, the Indemnifying Party shall not be unreasonably withheld. The entitled to control the defense of any Third Party Claim if: (A) such claim for indemnification is with respect to an Action by a Governmental Authority with respect to Taxes of Seller or Seller Parent, (B) the applicable Indemnified Party has been advised by counsel that a material conflict of interest exists between the Indemnifying Party will and such Indemnified Party with respect to such Third Party Claim, (C) the Indemnifying Party has failed to deliver the Defense Notice or is failing to adequately prosecute or defend such Third Party Claim, (D) or such Third Party Claim seeks (1) an injunction or other equitable relief against such Indemnified Party, (2) involves criminal or quasi criminal allegations, or (3) involves a claim in an amount which, together with previous and pending claim amounts, would exceed the Purchase Price. In the event that (x) outside counsel to the Indemnified Party shall in good faith determine that there are one or more legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party and that are not pay thereafter asserted by the Indemnifying Party on the Indemnified Party’s behalf or settle any claim unless it contains an unconditional release (y) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of one law firm to the Indemnified Party. If the Indemnifying Party does elects not within thirty (30) days after the receipt of the Indemnified Party's notice of to compromise or defend such Third Party Claim, fails to timely deliver a claim of indemnity hereunder undertake Defense Notice as provided in this Agreement, or is not entitled to assume the defense thereof or if under the terms of this Agreement, then the Indemnified Party must obtain separate legal counsel due may pay, settle, compromise and defend such Third Party Claim and seek indemnification for any and all Losses to the extent indemnifiable pursuant to this Article X. If an actual Indemnified Party settles a Third Party Claim without the prior written consent of the applicable Indemnifying Party (such consent not to be unreasonably withheld, conditioned or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counseldelayed), the Indemnified Party shall have the right to contest, settle or compromise the claim but then such settlement shall not thereby waive any right to indemnity therefor (and be determinative of the amount or existence of Losses for all associated reasonable costs and attorney's fees whichwhich the Indemnifying Party is liable hereunder; provided that, in no event shall the case Indemnifying Party be liable for any amount in excess of the Losses awarded or agreed upon with respect to such settlement. If the Indemnifying Party assumes the defense of an Action, no compromise or settlement of such costs and fees, shall claims may be reimbursed effected by the Indemnifying Party as incurredwithout the Indemnified Party’s consent unless (1) pursuant there is no finding or admission of any violation of any Law or order of any Governmental Authority 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 (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (3) the Indemnified Party will have no liability or obligation with respect to this Agreementany compromise or settlement of such claims effected without its consent, and such compromise or settlement provides for a complete, unconditional release in customary form from all obligations and liabilities of the Indemnified Party with respect to such claim.

Third Party Claims. If a claim by a third party is made against an Indemnified Party, and if such (i) Any Indemnified Party intends seeking indemnification pursuant to seek indemnity with this ARTICLE 10 in respect thereto under this Section 10of any claim, such Indemnified demand or other Action asserted by any Person who is not a Party or an Affiliate thereof (a “Third-Party Claim”) shall promptly notify give the Indemnifying Party in writing from whom indemnification with respect to such Third-Party Claim is sought prompt written notice of such claims setting forth such claims in reasonable detailThird-Party Claim; provided, however, that failure no delay on the part of such the Indemnified Party to give such notice in notifying the Indemnifying Party shall not result in a waiver of its indemnity rights except relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent that such failure prejudices that) the Indemnifying Party is actually and materially prejudiced thereby. Such written notice shall describe the facts and circumstances giving rise to such Third-Party Claim, the basis upon which indemnity is being sought, the amount or estimated amount of the Losses relating to such Third-Party Claim, if known or reasonably ascertainable at the time such claim is made (or if not then reasonably ascertainable, the maximum amount of such Losses reasonably estimated by the Indemnified Party's ability ), and the method of computation of such Losses, all with reasonable particularity and containing a reference to respond the provisions of this Agreement in respect of which the Indemnified Party is entitled to or defend the claim. indemnification hereunder. (ii) The Indemnifying Party shall have the right to control the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party by notifying the Indemnified Party in writing within thirty (30) days after receipt of notice of the Third-Party Claim from the Indemnified Party that the Indemnifying Party is assuming the defense against such Third-Party Claim. In the event that the Indemnifying Party does deliver notice as prescribed in this Section 10.5(b)(ii) and thereby properly elects to undertake, through counsel conduct the defense of the subject Third-Party Claim: (A) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request; and (B) the Indemnifying Party shall not be obligated to post a bond or provide other security required in connection with such Third-Party Claim. In the event the Indemnifying Party fails to give notice of its own choosing election to conduct the defense of a Third-Party Claim within the time and at its own expenseas prescribed in this Section 10.5(b)(ii) or otherwise may not assume the defense of the Third-Party Claim pursuant to this Section 10.5(b)(ii), the settlement or defense thereof, and then the Indemnified Party shall cooperate with it have the right to control such defense. The party controlling the defense of any Third-Party Claim shall deliver, or cause to be delivered, to the other parties copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection therewithwith the defense of the Third-Party Claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to the Third-Party Claim. (iii) So long as the Indemnifying Party provides proper notice under Section 10.5(b)(ii): (A) the Indemnifying Party may conduct the defense of the Third-Party Claim in accordance with Section 10.5(b)(ii); (B) the Indemnified Party may retain separate co-counsel at its sole cost and expense (which, for the avoidance of doubt, shall include all legal fees and similar expenses incurred in the defense of such Third-Party Claim) and participate in the defense of the Third-Party Claim; provided, however, that the Indemnified Party may will be entitled to participate in any such settlement defense with separate counsel at the expense of the Indemnifying Party if: (I) so requested by the Indemnifying Party to participate or defense through (II) in the reasonable written opinion of counsel chosen by such to the Indemnified Party, a conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided further, however, that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Indemnifying Party shall not be required to pay or settle for more than one (1) such counsel for all Indemnified Parties in connection with any claim Third-Party Claim; and (C) the Indemnifying Party will not, without the prior written consent of the Indemnifying Party, Indemnified Party (which consent shall not be unreasonably withheld. The Indemnifying , conditioned or delayed), consent to the entry of any judgment or enter into any settlement with respect to the Third-Party will Claim which: (1) does not pay include a provision whereby the plaintiff or settle any claim unless it contains an unconditional release claimant in the matter releases the Indemnified Party from all liability with respect thereto; (2) would result in (a) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party. If the Indemnifying Party does not within thirty , or (30b) days after the receipt of the Indemnified Party's notice a finding or admission of a claim violation of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith applicable Law by the Indemnified Party's legal counsel); or (3) imposes an injunction or other equitable relief upon the Indemnified Party. (iv) Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the claimant in the applicable Third-Party Claim, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement offer and, subject to the applicable limitations of this ARTICLE 10, pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party shall have the right may continue to contestcontest such Third-Party Claim, settle or compromise the claim but shall not thereby waive free of any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third-Party as incurred) pursuant Claim that the Indemnifying Party has an obligation to this Agreementpay hereunder shall be limited to the amount of the settlement offer that the Indemnified Party declined to accept.

Third Party Claims. (a) If the claim specified in the Claim Notice relates to a third-party claim, the indemnifying party shall have 15 days after its receipt of the Claim Notice to notify the indemnified party whether the indemnifying party agrees that the claim by a third party is made against an Indemnified Partysubject to indemnification pursuant to Section 9.1 or 9.2, and whether the indemnifying party elects to defend such third-party claim at its own expense. However, if such Indemnified Party intends the indemnified party reasonably concludes that there are defenses available to seek indemnity it that are different or additional to those available to the indemnifying party, or if the interests of the indemnified party may be reasonably deemed to conflict with respect thereto under this Section 10those of the indemnifying party, such Indemnified Party then the indemnified party shall promptly notify have the Indemnifying Party in writing right to select separate counsel and to assume and control the defense of such claims setting forth claim, demand or action, with the reasonable fees, expenses and disbursements of such claims in reasonable detail; providedcounsel to be reimbursed by the indemnifying party as incurred (it being the agreement between the Parties that the indemnified party may retain or use multiple lawyers or law firms but only if and to the extent the discrete tasks performed by each do not unnecessarily replicate the task of another). If the claim relates to a third-party claim that the indemnifying party elects to defend, then the indemnified party shall reasonably cooperate with such defense. The indemnified party shall, however, that failure regardless, be entitled to participate in the defense or settlement of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertake, third-party claim through counsel of its own choosing counsel and at its own expenseexpense and shall be entitled to approve or disapprove any proposed settlement that would impose a duty or obligation on the indemnified party. If the indemnifying party does not timely elect to defend a third-party claim, or if the indemnifying party fails to conduct such defense with reasonable diligence, then the indemnified party may conduct the defense of, or settle, such claim at the risk and expense of the indemnifying party. (b) If an indemnifying party assumes the defense of such a claim, (i) the indemnifying party must acknowledge in writing to the indemnified party that the damages that may be assessed against the indemnified party in connection with the claim underlying such Claim Notice constitute damages for which the indemnified party shall be indemnified pursuant to Section 9.1 or 9.2, as applicable, (ii) the indemnifying party agrees to vigorously defend against the claim underlying such Claim Notice at the indemnifying party’s sole cost, (iii) the indemnified party shall have the right to consult with the indemnifying party and the indemnifying party shall facilitate such consultation, (iv) upon reasonable request by the indemnified party, the settlement or defense thereofindemnifying party shall provide the notice, copies, access and right of consultation provided for herein with respect to any claim for indemnification pursuant to this Agreement, and (v) the Indemnified Party indemnifying party shall cooperate have no liability with it in connection therewith; provided, however, that respect to any compromise or settlement thereof effected by the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim indemnified party without the written its consent of the Indemnifying Party, (which consent shall not be unreasonably withheld. The Indemnifying Party will not pay withheld or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counseldelayed), the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreement.

Third Party Claims. If a claim (i) Upon receipt by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party in writing or Parties of any notice of claim for indemnification hereunder arising from a third-party claim, the Indemnifying Party or Parties shall assume the administration and defense of such claims setting forth third-party claim with counsel that is reasonably satisfactory to the Indemnified Party and shall proceed with the administration and defense of such claims third-party claim diligently and in reasonable detailgood faith; provided, however, that failure any Indemnifying Party shall be entitled to assume the administration and defense of such third-party claim only if it agrees in writing with the Indemnified Party that it is obligated to give indemnify the Indemnified Party pursuant to this Article with respect to such notice third-party claim; and provided, further that no Indemnifying Party shall not be entitled to assume the administration and defense of any third-party claim that (A) seeks an injunction or other equitable relief that might materially and adversely affect any Indemnified Party, or (B) involves any criminal action or any claim that could reasonably be expected to result in a waiver of its indemnity rights except criminal action against any Indemnified Party. Each parties' counsel in connection with this transaction shall be deemed to be reasonably satisfactory to the extent that such failure prejudices other party for purposes of this Section 9.3(b)(i). The Indemnified Party shall be fully consulted by the Indemnifying Party's ability to respond to Party or defend the claim. The Indemnifying Party Parties and shall have thirty (30) days after receipt of such notice the right to undertakeparticipate, through counsel of its own choosing and at its own expense, in the investigation, administration and defense of such third-party claim. Any party hereto receiving notice of any proposed settlement of any such third-party claim shall promptly provide a copy of such notice to the other parties hereto. The Indemnifying Party or defense thereof, and Parties shall not have the right to settle or compromise any third-party claim for which indemnification is being sought hereunder without the consent of the Indemnified Party shall cooperate with it in connection therewith; provided, however, that unless as a result of such settlement or compromise the Indemnified Party may participate in is fully discharged and released from any and all liability with respect to such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Partythird-party claim. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If make available to the Indemnifying Party does not within thirty (30) days after or Parties and its counsel all books, records, documents and other information relating to any third-party claim for which indemnification is sought hereunder, and the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake parties to this Agreement shall render to each other reasonable assistance in the defense thereof or of any such third-party claim. (ii) Notwithstanding any other provision of this Agreement, if the Indemnified Party must obtain separate legal counsel due is not entitled to an actual or potential conflict arising from such defend a third-party claim (as determined in good faith by the Indemnified Party's legal counselunder Section 9.3(b)(i), the Indemnified Party shall have the absolute right, at its election (to be exercised in its sole discretion by written notice to the Indemnifying Party or Parties) to assume from the Indemnifying Party or Parties the administration and defense of any such third-party claim against the Indemnified Party with counsel that is reasonably satisfactory to the Indemnifying Party. In such event, the Indemnified Party shall proceed with the administration and defense of such third-party claim(s) diligently and in good faith, and the Indemnifying Party shall be fully consulted by the Indemnified Party or Parties and shall have the right to contestparticipate, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees whichat its own expense, in the case investigation, administration and defense of such third-party claim. The Indemnifying Party or Parties shall be responsible for the costs and feesexpenses of the administration and defense of such claim(s) incurred prior to the Indemnified Party or Parties' assumption of the administration and defense of such claim(s) and shall not be responsible for costs and expenses incurred after such assumption, shall be reimbursed by and the Indemnifying Party as incurredshall have the right to participate in, but not control, the defense of such claim(s) pursuant to this Agreementat the sole cost and expense of the Indemnifying Party.

Third Party Claims. If a claim Promptly after the commencement of any Action by a third Third Party with respect to which a party is made against obligated to provide indemnification under this Agreement, a party entitled to indemnification hereunder (an “Indemnified Party, and if such Indemnified Party intends ”) shall provide written notice to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall the party obligated to provide indemnification hereunder (the “Indemnifying Party”) promptly notify after it becomes aware of the Indemnifying Party in writing existence of such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver of its indemnity rights except to the extent that such failure prejudices the Indemnifying Party's ability to respond to or defend the claimAction. The Indemnifying Party shall have thirty (30) days after receipt of be entitled to participate in such notice to undertake, through counsel of its own choosing and Action at its own expenseexpense and, to the extent that it wishes, to assume the defense of such Action with counsel selected by it that is reasonably acceptable to the Indemnified Party after notice from the Indemnifying Party to the Indemnified Party of such election so to assume the defense thereof. After assumption of the defense of any Action as aforesaid, the settlement Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, and ; provided that the Indemnified Party shall cooperate be entitled to participate in any such defense with it separate counsel at the expense of the Indemnifying Party if so requested by the Indemnifying Party or if, in connection therewith; providedthe reasonable opinion of counsel to the Indemnified Party, however, that a conflict exists between the Indemnified Party may participate in and the Indemnifying Party such settlement or defense through that the representation of both parties by the same counsel chosen by such is not permitted under rules of professional conduct; and provided further that the Indemnifying Party shall reimburse the Indemnified Party for the Indemnified Party, provided that ’s costs of assisting the fees and expenses Indemnifying Party in the defense of any such counsel shall be borne Action to the extent requested by such Indemnified the Indemnifying Party. The Indemnified Party shall not pay or settle agrees to cooperate fully with (and to provide all relevant documents and records and make all relevant personnel available to) the Indemnifying Party and its counsel in the defense of any such asserted claim without the written consent of at no additional cost to the Indemnifying Party. If an Indemnifying Party assumes the defense of such an Action, (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent (which consent shall not be unreasonably withheld. The withheld or delayed) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any Person by the Indemnified Party and the compromise or settlement has no effect on any other claims that may be made against the Indemnified Party and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party will not pay or settle declaratory or injunctive relief that has no actual or potential affect on any claim unless it contains an unconditional release Indemnified Party or the business of the Indemnified Party. If , and (b) the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense shall have no Liability with respect to any compromise or settlement thereof or if effected by the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim without its consent (as determined in good faith by the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contest, settle or compromise the claim but which shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreementunreasonably withheld or delayed).

Third Party Claims. If a claim by a third party is any Indemnified Party receives notice of the assertion or commencement of any Third Party Claim made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto to which the Indemnifying Party may be obligated to provide indemnification under this Section 10Agreement, such the Indemnified Party shall promptly notify give the Indemnifying Party reasonably prompt written notice thereof, but in writing any event not later than thirty (30) calendar days after receipt of such claims setting forth notice of such claims in reasonable detail; providedThird Party Claim. The failure to give such prompt written notice shall not, however, that failure of such Indemnified relieve the Indemnifying Party to give such notice shall not result in a waiver of its indemnity rights indemnification obligations, except and only to the extent that such failure prejudices the Indemnifying Party forfeits rights or defenses by reason of such failure. 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 Loss that has been or may be sustained by the Indemnified Party's ability to respond to or defend the claim. The Indemnifying Party shall have thirty (30) days after receipt of such the right to participate in, or by giving written notice to undertakethe Indemnified Party, through counsel to assume the defense of its any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own choosing and at its own expense, the settlement or defense thereofcounsel, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate good faith in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Partydefense. The Indemnified Party shall not pay or settle any claim without the written consent of If the Indemnifying PartyParty assumes the defense of any Third Party Claim, which consent subject to this Section 10.3(a), it shall not be unreasonably withheld. The Indemnifying have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party will not pay or settle any claim unless it contains an unconditional release Claim in the name and on behalf of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake assumes the defense thereof or if the Indemnified of any Third Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)Claim, the Indemnified Party shall have the right to contest, settle or compromise participate in the claim but shall not thereby waive defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to indemnity therefor (control the defense thereof. The fees and for all associated reasonable costs and attorney's fees whichdisbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the case reasonable opinion of such costs and feescounsel to the Indemnified Party, shall be reimbursed by (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party. If the Indemnifying Party elects not to defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as incurred) pursuant to provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 10.3(b), pay, compromise, or defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim; provided; however, that the Indemnified Party shall use its reasonable best efforts in the defense of all such claims.

Third Party Claims. If (i) Promptly after receipt by a claim Purchaser Indemnitee of notice of the commencement of any proceeding against it by a third party is made against an Indemnified Partyparty, and if such Indemnified Party intends the Purchaser Indemnitee shall give notice to seek indemnity with respect thereto under this Section 10, such Indemnified Party shall promptly notify the Indemnifying Party in writing Parties of the commencement of such claims setting forth such claims in reasonable detail; provided, however, that failure claim. (ii) After receipt of such Indemnified Party notice, the Indemnifying Parties will be entitled to give participate in such notice shall not result in a waiver of its indemnity rights except proceeding and, to the extent that it wishes (unless (i) an Indemnifying Party is also a party to such failure prejudices proceeding or (ii) an Indemnifying Party fails to provide reasonable assurance to the Purchaser Indemnitee of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to participate in or assume the defense of such proceeding with counsel reasonably satisfactory to the Purchaser Indemnitee. Provided that the Indemnifying Parties have been duly notified of the proceeding, whether or not an Indemnifying Party chooses to participates in the proceedings or in the defense of such proceeding, such Indemnifying Party's ability ’s obligation to respond to or defend indemnify the claim. The Purchaser Indemnitee hereunder shall remain and further, such Indemnifying Party shall diligently cooperate with the Purchaser Indemnitee to provide all information and documentation needed by the Purchaser Indemnitee to defend any such proceeding. If an Indemnifying Party assumes the defense of a proceeding or participates in such proceeding in any way, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without Indemnitee’s consent. If the amount in controversy of any third-party claim is less than the value of the Total Escrow Consideration remaining in the Indemnification Escrow Fund at the time and any of the Indemnifying Parties acknowledge in writing to Purchaser that the allegations in such claim are in fact true, then any liability arising from the adjudication or other settlement of such claim would be for the account of the Indemnifying Parties and would be a valid claim against the Indemnification Escrow Fund, and, if at the time any settlement of such claim shall be proposed, the amount in controversy shall continue to be less than the value of the Total Escrow Consideration remaining in the Indemnification Escrow Fund, the Indemnifying Parties shall have thirty the power to settle such claim in an amount not to exceed such remaining value. If notice is given to an Indemnifying Party of the commencement of any proceeding and the Indemnifying Party does not, within ten (3010) days after receipt the Purchaser Indemnitee’s notice is given, give notice to the Purchaser Indemnitee of its election to assume the defense of such notice proceeding, such Indemnifying Party will be bound by any determination made in such proceeding or any compromise or settlement effected by the Purchaser Indemnitee. (iii) Notwithstanding the foregoing, if the Purchaser Indemnitee determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to undertake, through counsel of its own choosing and at its own expenseindemnification under this Agreement, the settlement or defense thereofPurchaser Indemnitee may, by notice to, and with the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, (which consent shall not be unreasonably withheld. The ), the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such proceeding, and the Indemnifying Party will not pay be bound by any determination made in such proceeding or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof compromise or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith settlement effected by the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this AgreementPurchaser Indemnitee.

Third Party Claims. If Any party that proposes to assert the right to be indemnified under this Section 7 in connection with a claim by a third party will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto indemnifying party or parties under this Section 107, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission to so notify such indemnifying party will not relieve the indemnifying party from: (i) any liability that it might have to any indemnified party otherwise than under this Section 7; and (ii) any liability that it may have to any indemnified party under the foregoing provision of this Section 7 unless, and only to the extent that, such Indemnified Party shall promptly notify omission results in the Indemnifying Party in writing forfeiture of substantive rights or defenses by the indemnifying party. If any such claims setting forth such claims in reasonable detail; provided, however, that failure of such Indemnified Party to give such notice shall not result in a waiver action is brought against any indemnified party and it notifies the indemnifying party of its indemnity rights except commencement, the indemnifying party will be entitled to participate in and, to the extent that such failure prejudices it elects by delivering written notice to the Indemnifying Party's ability indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to respond assume the defense of the action, 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, the indemnifying party will not be liable to the indemnified party for any legal or defend other expenses except as provided below and except for the claimreasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The Indemnifying Party shall indemnified party will have thirty (30) days after receipt of such notice the right to undertake, through counsel of employ its own choosing counsel in any such action, but the fees, expenses and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses other charges of such counsel will be at the expense of such indemnified party unless: (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party; (ii) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party; (iii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party); or (iv) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be borne liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by such Indemnified Partythe indemnifying party promptly as they are incurred. The Indemnified Party shall not pay An indemnifying party will not, in any event, be liable for any settlement of any action or settle any claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the Indemnifying Partyentry of any judgment in any pending or threatened claim, which action or proceeding relating to the matters contemplated by this Section 7 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains includes an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof each indemnified party from all liability arising or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel), the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case that may arise out of such costs and feesclaim, shall be reimbursed by the Indemnifying Party as incurred) pursuant to this Agreementaction or proceeding.

Third Party Claims. If a In the case of any claim asserted by a third party is made (a “Third Party Claim”) against an a party entitled to indemnification under this Agreement (the “Indemnified Party”), and if notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party intends has actual knowledge of any claim as to seek which indemnity with respect thereto may be sought. If the Indemnifying Party provides a written notice to the Indemnified Party within fifteen (15) days after its receipt of notice of such claim that it will, subject to the limitations set forth herein, including without limitation, the Cap and the Basket, indemnify and hold the Indemnified Parties harmless from all Loss related to such Third Party Claim for which the Indemnified Party would be entitled to indemnification under this Section 10ARTICLE VII, such the Indemnified Party shall promptly notify permit the Indemnifying Party in writing (at the expense of such claims setting forth Indemnifying Party) to assume the defense of such claims in reasonable detailThird Party Claim or any litigation with a third party resulting therefrom; provided, however, that failure (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be subject to approval of the Indemnified Party, which approval shall not be unreasonably withheld, conditioned or delayed, (ii) the Indemnified Party may participate in such defense at such Indemnified Party’s expense, (iii) the failure by any Indemnified Party to give such notice of a Third Party Claim to the Indemnifying Party as provided herein shall not result in a waiver relieve the Indemnifying Party of its indemnity rights indemnification obligation under this Agreement except and only to the extent that that, as a result of such failure prejudices to give notice, the defense against such claim is materially impaired, and (iv) the fees and expenses incurred by the Indemnified Party prior to the assumption of a Third Party Claim hereunder by the Indemnifying Party shall be borne by the Indemnifying Party's ability . Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any Third Party Claim, shall consent to respond 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 or defend such Indemnified Party of a general release from any and all liability with respect to such Third Party Claim. Notwithstanding anything herein to the claim. The contrary, the Indemnifying Party shall not be entitled to assume control of the defense against a Third Party Claim if (1) the claim for indemnification relates to or arises in connection with any criminal or quasi criminal proceeding, action, indictment, allegation or investigation; (2) the claim seeks an injunction, specific performance or any other equitable or non-monetary relief against the Indemnified Party; (3) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; (4) the Indemnifying Party fails to prosecute or defend such claim in a timely manner; or (5) taking into account the Cap, the Indemnified Party is reasonably likely to have Losses with respect to such Third Party Claim for which it will not be indemnified that exceed the amount of Losses for which it will be indemnified; provided, however, that in the case of clause (5), the Indemnifying Party may participate in such defense at the Indemnifying Party’s expense. If the Indemnifying Party does not accept the defense of a Third Party Claim within thirty (30) days after receipt of such the written notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and thereof from the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will not pay or settle any claim unless it contains an unconditional release of the Indemnified Party. If the Indemnifying Party does not within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder undertake the defense thereof or if the Indemnified Party must obtain separate legal counsel due to an actual or potential conflict arising from such claim (as determined in good faith by the Indemnified Party's legal counsel)described above, the Indemnified Party shall have the full right to contestdefend against any such claim or demand. In any event, settle or compromise the claim but shall not thereby waive any right to indemnity therefor (and for all associated reasonable costs and attorney's fees which, in the case of such costs and fees, shall be reimbursed by the Indemnifying Party as incurred) pursuant and the Indemnified Party shall reasonably cooperate in the defense of any Third Party Claim and the records of each shall be reasonably available to this Agreementthe other with respect to such defense.