Common use of Third Party Claims Clause in Contracts

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any a. Where the Indemnified Party in writing with respect is entitled to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against from the Indemnifying Party under this pursuant to Article IV14.1.1(a) or 14.1.2(a), then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof of such claim referred to in writing Article 14.1.1(a) or 14.1.2(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of notice of such claim and (the above notice. Provided however that, if: i) the Parties choose to refer the dispute in accordance with Article 16.3.2; and ii) transmit the claim amount is not required to be paid/ deposited to such third party pending the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature resolution of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party ClaimDispute, the Indemnifying Party shall have become liable to pay the right claim amount to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent favour of the Indemnified Party. (cb. The Indemnified Party may contest the claim by referring to the Appropriate Commission for which it is entitled to be Indemnified under Article 14.1.1(a) If requested by or 14.1.2(a) and the Indemnifying Party, Party shall reimburse to the Indemnified Party shallall reasonable costs and expenses incurred by the Indemnified party. However, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The such Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement settle or compromise shall be permitted hereunder only with such claim without first getting the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Third Party Claims. (a) If any third party shall notify any an Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which and such Indemnified Party believes such claim would give rise to a claim for indemnification against the Indemnifying Party under this Article IV7, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail detail, to the extent reasonably practicable, the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, provided that, (i) any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified PartyParty which consent shall not be unreasonably withheld or delayed, and (ii) and the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of such defense on a regular basis. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party ClaimClaim for which indemnity is sought under this Agreement, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement (except for its consent required under Section 7.8(b) above) of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b7.8(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 thirty (30) days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, provided that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (ai) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the The Indemnifying Party under this Article IVSection 5.6 shall have the right, then but not the obligation, exercisable by written notice to the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) [***] days of receipt of notice the Third Party Claim Notice, to assume the conduct and control, at the expense of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail and through counsel of its choosing that is reasonably acceptable to the nature Indemnified Party, of the any Third Party Claim; provided, a copy of all papers served with respect to such claim (if any), and the basis of that the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume participate in, but not control, the defense of any such Third Party Claim bythrough counsel chosen by the Indemnified Party, whose fees and expenses shall be borne by the Indemnified Party; and provided further that if and to the extent the Indemnifying Party cannot defend such Third Party Claim on behalf of the Indemnifying Party as a result of a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, then the Indemnifying Party [***]. If the Indemnifying Party fails to provide written notice within (30) [***] days of receipt of the Claim Notice, notifying the Indemnified a Third Party in writing Notice that the Indemnifying Party elects it has elected to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, then the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not entitled to assume the defense or fails to make of such an election within the 30 days of the Third Party Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not compromise or settle any Third Party Claim except as provided in Section 5.6(d)(ii). For the avoidance of doubt, if the Indemnifying Party elects not to control or conduct the defense of a Third Party Claim, the Indemnifying Party nevertheless shall have the right to participate in the defense of any Third Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. (ii) The Indemnifying Party may compromise or settle a Third Party Claim; provided, thatthat the Indemnifying Party shall give the Indemnified Party advance written notice of any proposed compromise or settlement and shall not, any such settlement or compromise shall be permitted hereunder only with without the prior written consent of the Indemnifying Party, Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), 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, conditioned or delayed). 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, conditioned or delayed). (iii) The Parties shall cooperate in the defense of any Third Party Claim, with such cooperation to include (i) the retention and the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim and (ii) reasonable access to employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 thirty (30) days of receipt of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 10.1 (an “Indemnified Party”) receives notice of the assertion by any third party shall notify of any Indemnified Party in writing claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to any matter involving a claim by such third which another party hereto (a an “Third Party ClaimIndemnifying Party”) which such Indemnified Party believes would give rise is or may be obligated to a claim for indemnification against the Indemnifying Party under this Article IVprovide indemnification, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of after receipt of the Claim NoticeNotice to undertake, notifying conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which connection therewith; provided, that (A) the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, permit the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any to participate in such settlement or compromise shall be permitted hereunder only with defense through counsel chosen by the written Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld), provided that the fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bi) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or delayedsettle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. The Indemnifying Party (a) If any third party shall notify any through the Stockholder’s Representative in the event the Indemnified Party in writing with respect is a Company Indemnified Party) shall be entitled, at its own expense, to assume and control the defense of any matter involving a claim Claims based on claims asserted by such third party parties (a “Third Party ClaimClaims”) which such Indemnified Party believes would give rise to a claim for indemnification against ), through counsel chosen by the Indemnifying Party under this Article IV(or in the case of the Company Indemnified Parties, then to the Stockholder’s Representative), if it gives written notice of its intention to do so to the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing Parties within thirty (30) days of the receipt of notice the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their expense provided, further, that if any such Third Party Claim relates to Taxes of the Contributor, any Contributor Subsidiary, or any JV Entity, or seeks non-monetary damages or asserts damages in excess of the Indemnity Holdback Amount against a Company Indemnified Party, then, notwithstanding anything in this Contribution Agreement to the contrary, the Company (or a Subsidiary of the Company) shall have the right to control any such claim and (ii) transmit to Third Party Claim. Without limiting the foregoing, in the event that the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail exercises the nature of the Third Party Claim, a copy of all papers served with respect right to undertake any such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to defense against a Third Party Claim, the Indemnifying Indemnified Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party in such defense and its counsel make available to the Indemnifying Party (unless prohibited by Law), at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in contesting any the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. No compromise or settlement of such Third Party Claim which may be effected by either the Indemnified Party, on the one hand, or the Indemnifying Party elects to contest, including (or in the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days case of the Claim NoticeCompany Indemnified Parties, the Indemnified Party mayStockholder’s Representative), at its optionon the other hand, defend, settle, compromise or pay such action or claim at without the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written other’s consent of the Indemnifying Party, (which consent shall not be unreasonably withheld or delayed) unless (a) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party and (b) each Indemnified Party that is party to such claim is released from all liability with respect to such claim; provided that the Stockholder’s Representative shall be deemed to have consented to any proposed compromise or settlement to which it has not objected to by written notice within 30 days after notice of such proposed compromise or settlement was provided by a Company Indemnified Party.

Third Party Claims. The Indemnifying Party (a) If any third party shall notify any through the Equity Holders’ Representative in the event the Indemnified Party in writing with respect is a Company Indemnified Party) shall be entitled, at its own expense, to assume and control the defense of any matter involving a claim Claims based on claims asserted by such third party parties (a “Third Party ClaimClaims”) which such Indemnified Party believes would give rise to a claim for indemnification against ), through counsel chosen by the Indemnifying Party under this Article IV(or in the case of the Company Indemnified Parties, then by the Equity Holders’ Representative), if it gives written notice of its intention to do so to the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing Parties within thirty (30) days of the receipt of notice the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their expense provided, further, that if any such Third Party Claim relates to Taxes of the Contributor, any Contributor Subsidiary or any JV Entity or seeks non-monetary damages or asserts damages in excess of the Indemnity Holdback Amount against a Company Indemnified Party, then, notwithstanding anything in this Agreement to the contrary, the Company (or a Subsidiary of the Company) shall have the right to control any such claim and (ii) transmit to Third Party Claim. Without limiting the foregoing, in the event that the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail exercises the nature of the Third Party Claim, a copy of all papers served with respect right to undertake any such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to defense against a Third Party Claim, the Indemnifying Indemnified Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party in such defense and its counsel make available to the Indemnifying Party (unless prohibited by Law), at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in contesting any the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. No compromise or settlement of such Third Party Claim which may be effected by either the Indemnified Party, on the one hand, or the Indemnifying Party elects to contest, including (or in the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days case of the Claim NoticeCompany Indemnified Parties, the Indemnified Party mayEquity Holders’ Representative), at its optionon the other hand, defend, settle, compromise or pay such action or claim at without the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written other’s consent of the Indemnifying Party, (which consent shall not be unreasonably withheld or delayed) unless (a) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party and (b) each Indemnified Party that is party to such claim is released from all liability with respect to such claim; provided that the Equity Holders’ Representative shall be deemed to have consented to any proposed compromise or settlement to which it has not objected to by written notice within 30 days after notice of such proposed compromise or settlement was provided by a Company Indemnified Party.

Third Party Claims. (a) 7.7.1 If any third party shall notify any Indemnified Party in writing with respect to any matter involving the Development or commercialization of a claim Licensed Product is alleged by such third party (a “Third Party Claimto infringe a Third Party Patent Right or misappropriate Third Party Know-How, the Party that becomes aware of such allegation shall promptly notify the other Party and shall provide such other Party with a reasonably detailed description of such claim. If a Third Party sues a Party (the “Sued Party”) which alleging that the Development or commercialization of a Licensed Product by or on behalf of the Sued Party infringes such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IVThird Party’s Patent Right(s) or misappropriates such Third Party’s Know-How, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Sued Party shall have the sole right (but not the obligation) to assume defend such suit. At the defense of any Third Sued Party’s request and cost, the other Party Claim by, within (30) days of receipt of shall reasonably assist the Claim Notice, notifying the Indemnified Sued Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claimsuit and shall join such suit if deemed a necessary party. If the other Party does not join such Third Party suit, and upon delivery then the Sued Party shall report the status of such notice by Third Party suit to the Indemnifying other Party on a quarterly basis prior to and during the pendency of such Third Party suit. If Alzheon is the Sued Party, then Alzheon shall not settle such Third Party suit in any way that would [ * ] without the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnified Party. (c) If requested by the Indemnifying PartyLicensor, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Partyas applicable, which consent shall not be unreasonably withheld or delayed. If the Licensor is the Sued Party, then the Licensor shall not settle such Third Party suit in any way that would [ * ] without the prior written consent of Alzheon, which consent shall not be unreasonably withheld or delayed. Subject to the Parties’ respective indemnification obligations under Article 10, all litigation expenses associated with a Third Party suit (including settlement costs, royalties paid in settlement of such suit and the payment of damages to the Third Party) shall be [ * ]. In the event that a Sued Party desires to settle a Third Party suit but such settlement would [ * ], then such other Party shall be, notwithstanding the foregoing, [ * ]. For avoidance of doubt, such other Party shall be required to [ * ]. [*] = 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. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, by notifying the Indemnified Party in writing within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing Notice that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, provided that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IVVI, then the Indemnified Party shall promptly following receipt of notice of such claim (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure or delay. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) 30 days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, ; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party (other than immaterial equitable relief in connection with an award of monetary damages) or (iii) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this Article VI. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 6.02(b), the Indemnifying Party shall conduct such defense in good faith. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b6.02(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified The obligations and liabilities of an Indemnifying Party in writing with respect to any matter involving a claim Losses resulting from the assertion of liability by such third party parties (each, a “Third Party Claim”) which such Indemnified Party believes would give rise shall be subject to a claim for indemnification against the Indemnifying Party under this Article IV, then the following terms and conditions: (a) The Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of give written notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“of any Third Party Claim Notice”) describing in reasonable detail that might give rise to any Loss by the Indemnified Party, stating the nature and basis of the such Third Party Claim, a copy and the amount thereof to the extent known; provided, however, that no delay on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced thereby. Such notice shall be accompanied by copies of all papers served relevant documentation with respect to such claim (if any)Third Party Claim, and the basis of the Indemnified Party’s request for indemnification under this Agreementincluding any summons, complaint or other pleading which may have been served, any written demand or any other document or instrument. (b) Upon From and after receipt of a Claim Notice with respect to notice of a Third Party ClaimClaim pursuant to Section 11.03(a), the Indemnifying Party shall have the right to assume and conduct, at its own expense, the defense against the Third Party Claim in its own name or in the name of the Indemnified Party with counsel reasonably acceptable to the Indemnified Party if the Indemnifying Party has, based on the facts and circumstances available at the time, unconditionally acknowledged in writing its obligation to indemnify the Indemnified Party in respect of such Third Party Claim in accordance with and subject to the terms of this Agreement and without prejudice to the amount of any Loss. Any Indemnified Party shall have the right to employ separate counsel in any such Third Party Claim and/or to participate in the defense thereof, but the fees and expenses of such counsel shall not be included as part of any Loss incurred by the Indemnified Party and shall not be payable by the Indemnifying Party; provided, however, that if the representation of any such Indemnified Party by the same counsel as the Indemnifying Party would be inappropriate under applicable standards of profession conduct, the Indemnified Party shall be entitled to appoint one separate counsel for such claims and defenses, at the reasonable cost and expense of the Indemnifying Party. The party or parties conducting the defense of any Third Party Claim byshall keep the other parties apprised of all significant developments with respect thereto and shall not enter into any settlement, within (30) days of receipt compromise or consent to judgment with respect to such Third Party Claim without the prior consent of the Claim Noticeother parties thereto, notifying the Indemnified Party in writing such consent not to be unreasonably withheld; provided, however, that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with entitled to settle, compromise or consent to a judgment without the written consent of the Indemnified PartyParty with respect to a Third Party Claim that only imposes monetary obligations that are paid by the Indemnifying Party and contains a release of the Indemnified Party from all liability thereunder. The Indemnified Party shall make available all information and assistance for the defense of the Third Party Claim as the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. (c) If requested Notwithstanding the foregoing, if a Buyer determines in good faith that an adverse determination with respect to a Third Party Claim would reasonably be expected to be materially detrimental to the future business prospects or operations of the Operating Entities, taken as a whole, or Platform Entities, taken as a whole, such Buyer may, by notice to the Indemnifying Party, assume the Indemnified exclusive right to defend, compromise or settle such Third Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with Claim; provided that the Indemnifying Party and its counsel in contesting will not be bound by any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense compromise or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)effected without its consent. (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with With respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense negotiation, settlement or defence of any such Third Party Claim byand, within (30) days of receipt of in such event, the Claim Notice, notifying Indemnifying Party shall reimburse the Indemnified Party in writing that for all the Indemnified Party’s reasonable out-of-pocket expenses incurred as a result of such participation or assumption. If the Indemnifying Party elects to assume such control, the defense Indemnified Party shall cooperate with the Indemnifying Party, shall have the right to participate in the negotiation, settlement or defence of such Third Party ClaimClaim at its own expense and shall have the right to disagree on reasonable grounds with the selection and retention of counsel, in which case counsel reasonably satisfactory to the Indemnifying Party and upon delivery of such notice the Indemnified Party shall be retained by the Indemnifying Party. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend any 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. If the Indemnifying Party fails to assume control of the defence of any Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnifying Party shall have the right to fully control and not settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with Third Party Claim without the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed; provided, however, that if any such consent is not obtained for any reason, liability on the part of other Indemnifying Party shall be limited to the proposed settlement amount.

Third Party Claims. (a) If Each indemnified party shall, with reasonable promptness after obtaining knowledge thereof, provide any third indemnifying party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to against whom a claim for indemnification against the Indemnifying Party is to be made under this Article IV9 with written notice of all third party actions, then suits, proceedings, claims, demands or assessments that may be subject to the Indemnified indemnification provisions of this Article 9 (collectively, "Third Party Claims"), including, in reasonable detail, the basis for the claim, the nature of Damages and a good faith estimate of the amount of Damages. (b) Each indemnifying party shall promptly (i) have 15 days after its receipt of the claim notice to notify the Indemnifying Party thereof indemnified party in writing whether the indemnifying party agrees that the claim is subject to this Article 9 and, if so, whether the indemnifying party elects, jointly with any other indemnifying party notified under Section 9.04-1(a), to undertake, conduct and control, through counsel of its or their choosing (subject to the consent of the indemnified party, such consent not to be withheld unreasonably) and at its or their sole risk and expense, the good faith settlement or defense of the Third Party Claim. (c) If within thirty (30) 15 days of after its receipt of the claim notice of such claim and (ii) transmit an indemnifying party notifies the indemnified party that it elects to undertake the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature good faith settlement or defense of the Third Party Claim, a copy of the indemnified party shall cooperate reasonably with the indemnifying party in connection therewith including, without limitation, by making available to the indemnifying party all papers served with respect relevant information material to such claim (if any), and the basis defense of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim. The indemnified party shall be entitled to participate in the settlement or defense of the Third Party Claim through counsel chosen by the indemnified party, at its expense, and to approve any proposed settlement that would impose any obligation or duty on the indemnified party, which approval may, in the sole discretion of the indemnified party, be withheld. So long as an indemnifying party is contesting the Third Party Claim in good faith and with reasonable diligence, the Indemnifying indemnified party shall not pay or settle the Third Party Claim. Notwithstanding the foregoing, the indemnified party shall have the right to assume the defense of pay or settle any Third Party Claim byat any time, within provided that in such event it waives any right to indemnification therefor by the indemnifying party. (30d) days of receipt If an indemnifying party does not provide notice that it elects to undertake the good faith settlement or defense of the Third Party Claim, or if an indemnifying party fails to contest the Third Party Claim Noticeor undertake or approve settlement, notifying in good faith and with reasonable diligence, the Indemnified indemnified party shall thereafter have the right to contest, settle or compromise the Third Party Claim in writing good faith at its exclusive discretion, at the risk and expense of the indemnifying party, and the indemnifying party will thereby waive any claim, defense or argument that the Indemnifying Party elects to assume the indemnified party's settlement or defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, Claim is in any such settlement respect inadequate or compromise shall be permitted hereunder only with the written consent of the Indemnified Partyunreasonable. (ce) If requested by the Indemnifying PartyA party's failure to give timely notice will not constitute a defense, the Indemnified Party shallin part or in whole, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claimclaim for indemnification by such party, other than any privileged communications between the Indemnifying Party and its counselexcept if, and shall be entitled, at its sole cost and expense, only to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, extent that, such failure results in any such settlement or compromise shall be permitted hereunder only with material prejudice to the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedindemnifying party.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, by notifying the Indemnified Party in writing within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing Notice that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, provided that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, provided that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any an Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which and such Indemnified Party believes such claim would give rise to a claim for indemnification against the Indemnifying Party under this Article IV6, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party shall have been prejudiced by such failure. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, provided that, (i) any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified PartyParty which consent shall not be unreasonably withheld or delayed, and (ii) and the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of such defense on a regular basis. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person Person asserting the Third Party Claim or any cross complaint against any personPerson. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party ClaimClaim for which indemnity is sought under this Agreement, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement (except for its consent required under Section 6.2(b) above) of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b6.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 thirty (30) days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, provided that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IVARTICLE VI, then the Indemnified Party shall promptly following receipt of notice of such claim (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure or delay. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) 30 days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, ; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party (other than immaterial equitable relief in connection with an award of monetary damages) or (iii) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this ARTICLE VI. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 6.02(b), the Indemnifying Party shall conduct such defense in good faith. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b6.02(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. In the case of any Claim by or in respect of any Person other than the Parties (a "Third Party Claim") for which indemnification is sought, Shoreline shall have the right to: (a) If conduct and control any third party proceedings or negotiations; (b) perform and control or direct the performance of activities required; (c) take all other steps to settle or defend any such Third Party Claim (provided, that Shoreline shall notify not settle any Indemnified such Third Party in writing Claim without the consent of Klondex (which consent shall not be unreasonably withheld) unless the settlement includes a complete release of Klondex with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect ); and (d) employ counsel to contest any such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects . Notwithstanding an election by Shoreline to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party Klondex shall have the right to fully control employ separate counsel and settle to participate in the proceedingdefense of such Third Party Claim, providedand Klondex shall bear the fees, thatcosts and expenses of such separate counsel. Shoreline shall, any such settlement or compromise shall be permitted hereunder only with the written consent within 30 days after delivery of the Indemnified Party. (c) If requested by Notice of Claim to Shoreline, notify Klondex of Shoreline’s intention as to the Indemnifying Party, the Indemnified Party shall, at the sole cost conduct and expense control of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any defense of such Third Party Claim which the Indemnifying Party elects Claim. Until Klondex has received notice of Shoreline’s election whether to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to defend any Third Party Claim, other than Klondex shall take reasonable steps to defend (but may not settle) such Third Party Claim. If Shoreline shall decline to assume the defense of any privileged communications between such Third Party Claim, or Shoreline shall fail to notify Klondex within 30 days after delivery of the Indemnifying Notice of Claim of Shoreline’s election to defend such Third Party and its counselClaim, and Klondex shall be entitledentitled to defend against such Third Party Claim (provided, at its sole cost and expensethat Klondex shall not settle such Third Party Claim without the consent of Shoreline, which consent shall not be unreasonably withheld). Regardless of which Party assumes, or is entitled to retain separate co-counsel and participate inconduct, but not controlpursuant to this Section 9.3, any the defense or settlement of a Third Party Claim, the Parties agree (A) that neither Party shall settle any Third Party Claim assumed by without the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying other Party, which consent shall not be unreasonably withheld withheld; (B) to take reasonable steps to defend any Third Party Claim; (C) to cooperate fully with one another in connection therewith; (D) to keep each other reasonably informed of the status of any Third Party Claim and any related legal proceeding; and (E) to take no action or delayedmake any admissions or statements not required by Law which would adversely affect the defense of any Third Party Claim.

Third Party Claims. (ai) If any third party shall notify any Indemnified Party in writing with With respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the negotiation, settlement or defense of any the Third Party Claim byand, within (30) days of receipt of in such event, the Claim Notice, notifying Indemnifying Party shall reimburse the Indemnified Party in writing that for all of the Indemnified Party's out-of-pocket expenses as a result of such participation or assumption. If the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Partycontrol, the Indemnifying Indemnified Party shall have the right to fully control and settle participate in the proceedingnegotiation, provided, that, any such settlement or compromise defense of such Third Party Claim at its own expense and shall have the right to disagree on reasonable grounds with the selection and retention of legal counsel, in which case legal counsel satisfactory to both the Indemnifying Party and the Indemnified Party shall be permitted hereunder only with retained by the written consent of the Indemnified Indemnifying Party. (cii) If requested 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, at forthwith after receipt of the sole cost and expense of difference from the Third Party, pay such difference to the Indemnifying Party. (iv) Except in the circumstances contemplated by Section 9.4(b)(ii), cooperate with whether or not the Indemnifying Party and its counsel in contesting any Third Party Claim which assumes control of the Indemnifying Party elects to contestnegotiation, including the making settlement or defense of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defendshall not negotiate, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only Third Party Claim except with the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld delayed or delayedwithheld). (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 it becomes available) and shall each designate a senior officer who will keep himself/herself informed about and be prepared to discuss 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. (a) If any third party shall notify any Indemnified Party in writing with respect Subject to any matter involving Section 9.7(d), upon receiving a claim by such third party (a “Third Party Notice of Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against , the Indemnifying Party under this Article IV, then may participate in the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim investigation and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature defence of the Third Party Claim, a copy and may also elect to assume the investigation and defence of all papers served the Third Party Claim with respect counsel satisfactory to the Indemnified Party, acting reasonably; provided that the Indemnifying Party shall not have the right to assume such claim (if any)investigation and defense, and shall pay the basis fees and expenses of counsel retained by the Indemnified Party, if the Third Party Claim involves a claim that, in the good faith judgment of the Indemnified Party, the Indemnifying Party failed or is failing to vigorously prosecute or defend. The Indemnified Party shall cooperate in good faith in any such defense. 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 request for indemnification under this Agreementright to control the defense thereof. (b) Upon receipt In order to assume the investigation and defence of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party must give the Indemnified Party written notice of its election within 20 days of the Indemnifying Party’s receipt of the Notice of Claim. (c) Subject to Section 9.7(d), if the Indemnifying Party assumes the investigation and defence of a Third Party Claim: (i) the Indemnifying Party will pay for all reasonable costs and expenses of the investigation and defence of the Third Party Claim except that the Indemnifying Party will not, so long as it diligently conducts such defence, be liable to the Indemnified Party for any fees of other counsel or any other expenses with respect to the defence of the Third Party Claim, incurred by the Indemnified Party after the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim; (ii) the Indemnifying Party will reimburse the Indemnified Party for all reasonable costs and expenses incurred by the Indemnified Party in connection with the investigation and defence of the Third Party Claim prior to the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim; and (iii) if the Indemnifying Party thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such defense and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. (d) Where the named parties to any Third Party Claim include the Indemnified Party as well as the Indemnifying Party and the Indemnified Party determines in good faith, based on advice from its legal counsel, that joint representation would be inappropriate due to the actual or potential differing interests between them or there may be one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and the Indemnified Party notifies the Indemnifying Party in writing that it elects to retain separate counsel, the Indemnifying Party shall not have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense defence of such Third Party Claim, Claim on behalf of the Indemnified Party and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with liable to pay the written consent reasonable fees and expenses of counsel of the Indemnified Party. (ce) If requested any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to incur losses or 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 incur such Losses or 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, at forthwith after the sole cost and expense 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, cooperate with the Indemnifying Party and its counsel in contesting shall post all security required by any court, regulatory body or other authority having jurisdiction, including without limitation, for purposes of enabling the Indemnifying Party to contest any Third Party Claim which Claim. (f) If the Indemnified Party undertakes the defence of the Third Party Claim, the Indemnifying Party elects to contest, including the making will not be bound by any compromise or settlement of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have effected without the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, Party (which consent shall may not be unreasonably withheld or delayed). (g) The Indemnifying Party will not be permitted to compromise and settle or to cause a compromise and settlement of a Third Party Claim without the prior written consent of the Indemnified Party, which consent may not be unreasonably withheld or delayed, unless: (i) the terms of the compromise and settlement require only the payment of money for which the Indemnified Party is entitled to full indemnification under this Agreement and the Indemnifying Party agrees to timely pay such amount in full; and (ii) the Indemnified Party is not required to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the Person making the Third Party Claim or waive any rights that the Indemnified Party may have against the Person making the Third Party Claim. (h) 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 it becomes available).

Third Party Claims. (a) If any third demand, claim, action or cause of action, suit, proceeding or investigation (collectively, the "Claim") is brought against an Indemnified Party for which the Indemnified Party intends to seek indemnity from the other party hereto (the "Indemnifying Party"), then the Indemnified Party within twenty-one (21) days after such Indemnified Party's receipt of the Claim, shall notify the Indemnifying Party pursuant to Article "10.4" 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 claim or demand. Such option to undertake, conduct and control the defense of such claim or demand shall be exercised by notifying the Indemnified Party within twenty (20) days after receipt of the Claim Notice pursuant to Article "9.4" of this Agreement (such notice to control the defense is hereinafter referred to as the "Defense Notice"). The failure of the Indemnified Party to notify the Indemnifying Party of the Claim shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have pursuant to this Article "9" of this Agreement except to the extent that such failure to notify the Indemnifying Party prejudices the Indemnifying Party. 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 writing with respect to any matter involving a claim defending the Claim shall be paid by such third party (a “Third Party Claim”) which such the Indemnifying Party. If, however, the Indemnified Party believes would give rise desires to a claim for indemnification against participate in any such defense or settlement, it may do so at its sole cost and expense (it being understood that the Indemnifying Party under shall 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 twenty (20) day period by proper notice pursuant to Article "9.4" of this Article IVAgreement, then the Indemnified Party shall promptly be entitled to undertake, conduct and control the defense of the Claim (i) notify a failure by the Indemnifying Party thereof in writing to send the Defense Notice to the Indemnified Party within thirty the aforesaid twenty (3020) days day period by proper notice pursuant to Article "9.4" of receipt of notice of such claim and (ii) transmit this Agreement shall be deemed to be an election by the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail not to control the nature defense of the Third Claim); provided, however, that the Indemnifying Party Claimshall be entitled, a copy of all papers served with respect if it so desires, to participate therein (it being understood that in such claim (if any)circumstances, and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt Party shall be entitled to control the defense). Regardless of a Claim Notice with respect which party has undertaken to a Third Party Claimdefend any claim, the Indemnifying Party shall have may, without the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnified Party. (c) If requested by , 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. Whether the Indemnifying PartyParty shall control and assume the defense of the Claim or only participate in the defense or settlement of the Claim, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with 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. (b) The amount of any Losses for which indemnification is available shall be computed without regard to the tax effect of any such loss or indemnification. (c) In the event of payment by an Indemnifying Party to the Indemnified Party as contemplated in contesting this Section 9, the Indemnifying Party shall be subrogated to and shall stand in the place of the Indemnified Party as to any Third events or circumstances in respect of which the Indemnified Party Claim may have any right or claim against any third party relating to such event giving rise to the claim for which the Indemnifying Party elects shall have made payment to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any personIndemnified Party. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications cooperate with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, in any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, reasonable manner in prosecuting any such settlement subrogated right or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedclaim.

Third Party Claims. (a) If any third party shall notify any Subject to Clause 16.2(b) below, Shelter Management Agency (the “Indemnifying Party”) undertakes to indemnify the DUSIB (the “Indemnified Party in writing with respect Party”) from and against all losses, claims or damages on account of bodily injury, death or damage to any matter involving a claim by such third party person, corporation or other entity (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then including the Indemnified Party shall promptly (iParty) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit attributable to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification 's performance or non-performance under this Agreement. (b) Upon receipt of a Claim Notice with respect The indemnities set out in this Clause shall be subject to a Third Party Claimthe following conditions: i. the Indemnified Party, as promptly as practicable, informs the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt in writing of the Claim Noticeclaim or proceedings and provides all relevant evidence, notifying documentary or otherwise; ii. the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party may at its option (but shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall not be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shallobligated to), at the sole cost and expense of the Indemnifying Party, cooperate with give the Indemnifying Party all reasonable assistance in the defense of such claim including reasonable access to all relevant information, documentation and its counsel in contesting any Third Party Claim which personnel provided that the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitledmay, at its sole cost and expense, to retain separate co-counsel and participate inreasonably participate, but not controlthrough its attorneys or otherwise, any defense or settlement of any Third Party Claim assumed by in such defense; iii. if the Indemnifying Party pursuant to Section 4.2(b). (d) In does not assume full control over the event defense of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Noticeclaim as provided in this Clause, the Indemnified Party may, may at its optionoption participate in such defense at its sole cost and expense, defendand the Indemnified Party will have the right to defend the claim in such manner as it may deem appropriate, settle, compromise or pay such action or claim at and the cost and expense of the Indemnifying Party; providedParty will be included in Losses; iv. the Indemnified Party shall not prejudice, thatpay or accept any proceedings or claim, any such settlement or compromise shall be permitted hereunder only with any proceedings or claim, without the written consent of the Indemnifying Party; v. all settlements of claims subject to indemnification under this Clause will: (aa) be entered into only with the consent of the Indemnified Party, which consent shall will not be unreasonably withheld and include an unconditional release to the Indemnified Party from the claimant for all liability in respect of such claim; and (ab) include any appropriate confidentiality agreement prohibiting disclosure of the terms of such settlement; and vi. the Indemnified Party shall account to the Indemnifying Party for all awards, settlements, damages and costs (if any) finally awarded in favor of the Indemnified Party which are to be paid to it in connection with any such claim or delayedproceedings.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IVARTICLE VI, then the Indemnified Party shall promptly following receipt of notice of such claim (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failure or delay. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) 30 days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party (other than immaterial equitable relief in connection with an award of monetary damages), (iii) the Third Party Claim is or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to Section 6.4 or (iv) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this ARTICLE VI. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 6.2(b), the Indemnifying Party shall conduct such defense in good faith. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b6.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, provided that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IVARTICLE VI, then the Indemnified Party shall promptly following receipt of notice of such claim (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure or delay. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, ; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party (other than immaterial equitable relief in connection with an award of monetary damages) or (iii) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this ARTICLE VI. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 6.02(b), the Indemnifying Party shall conduct such defense in good faith. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b6.02(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the an Indemnifying Party under this Article IVV, then the Indemnified Party shall promptly following receipt of notice of such claim (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), ) and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such Claim Notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnification hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failure or delay. If the Indemnifying Party does not notify the Indemnified Party in writing within 30 days from receipt of such Claim Notice that the Indemnifying Party disputes such claim for indemnification under this Agreement, the Indemnifying Party shall be deemed to have accepted and agreed with such claim for indemnification under this Agreement. (b) Upon the receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, by notifying the Indemnified Party in writing within 30 days of receipt of such Claim Notice that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the relevant proceeding, ; provided, that, that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Third Party Claim is or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to this Article V or (iv) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this Article V. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 5.3(b), the Indemnifying Party shall conduct such defense in good faith. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person third party asserting the Third Party Claim or any cross complaint against any personPerson. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any such Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b5.3(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or defense, fails to make such an election within the 30 days of receipt of the relevant Claim NoticeNotice or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any the Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such the Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (claim, if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of receipt of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any third party shall notify any claim which the Indemnified Party believes may result in writing with respect to any matter involving a claim by such third party for indemnification hereunder (a “Third Party Claim”) which such ). Such notification shall be given within 20 days after receipt by the Indemnified Party believes would give rise of notice of such Third Party Claim, and shall describe in reasonable detail (to a claim the extent known by the Indemnified Party) the facts constituting the basis for indemnification against such Third Party Claim and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party under this Article IVshall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent such failure shall have prejudiced the Indemnifying Party. Within 20 days after delivery of such notification, then the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall promptly be indemnified in full pursuant to this Article X and (iB) notify the ad damnum is less than or equal to the amount of Losses for which the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim is liable under this Article X and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature may not assume control of the defense of a Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of Claim involving criminal liability or in which equitable relief is sought against the Indemnified Party’s request for indemnification . If the Indemnifying Party does not, or is not permitted under this Agreement. (b) Upon receipt the terms hereof to, so assume control of a Claim Notice with respect to the defense of a Third Party Claim, the Indemnifying Indemnified Party shall have control such defense. The non-controlling party may participate in such defense at its own expense. The controlling party shall keep the right to assume non-controlling party advised of the defense status of any such Third Party Claim byand 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 it may have with respect to such Third Party Claim (including copies of any summons, within (30complaint 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) days of receipt of and shall otherwise cooperate with and assist the Claim Notice, notifying the Indemnified Party controlling party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, . The fees and upon delivery expenses of counsel to the Indemnified Party with respect to a Third Party Claim shall be considered Losses for purposes of this Agreement if (i) the Indemnified Party controls the defense of such notice by Third Party Claim pursuant to the Indemnifying Party, terms of this Section 10.4 or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Claim. The Indemnifying Party shall have not agree to any settlement of, or the right to fully control and settle the proceeding, provided, thatentry of any judgment arising from, any such settlement or compromise shall be permitted hereunder only with Third Party Claim without the prior written consent of the Indemnified Party. (c) If requested by , which shall not be unreasonably withheld, conditioned or delayed; provided that the Indemnifying Party, consent of the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and its counsel in contesting any Third such settlement or judgment includes a complete release of the Indemnified Party Claim which from further liability and has no other adverse effect on the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any personIndemnified Party. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect not agree to any Third Party Claimsettlement of, other than or the entry of any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not controljudgment arising from, any defense or settlement of any such Third Party Claim assumed by without the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim for indemnity arises in connection with a claim made by such a third party (a “"Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any"), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right right, at any time after receipt of an Indemnification Notice, with respect to such Third Party Claim to assume the defense (which assumption may be made under a reservation of rights) and to control the settlement and compromise of such action or claim at its sole expense. The Indemnified Party shall cooperate in such defense as reasonably necessary, to enable the Indemnifying Party to conduct its defense, including providing the Indemnifying Party with reasonable access to such records as may be relevant to its defense. The Indemnifying Party shall be entitled to settle any such Third Party Claim by, within (30) days of receipt of without the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnified Party. (c) If requested Party provided that the Indemnifying Party provides the Indemnified Party with reasonable assurances that the Indemnified Party will be fully indemnified by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate in connection with the Indemnifying Party and its counsel in contesting any such Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any personClaim. The Indemnified Party shall have the right be entitled to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and retain its counsel, and shall be entitled, own counsel at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of own expense in connection with any Third Party Claim assumed by that the Indemnifying Party pursuant has elected to Section 4.2(b). (d) In the event of a Third Party Claim for which defend. If the Indemnifying Party elects not to assume conduct the defense or fails to make such an election within the 30 days of the Claim Noticea Third Party Claim, the Indemnified Party may, at its option, defend, settle, compromise or pay may defend and/or settle such action or claim at the expense of the Indemnifying PartyThird Party Claim; provided, thathowever, any such settlement or compromise shall be permitted hereunder only with the written consent of that the Indemnifying PartyParty shall not be liable for any costs, damages, or expenses arising out of any settlement effected without its prior written consent, which consent shall not be unreasonably withheld withheld. The Indemnified Party and the Indemnifying Party agree to keep each other reasonably informed as to the progress of any matter that is the subject of a Third Party Claim. The Indemnified Party further agrees to take any and all reasonable steps, including (without limitation) those steps reasonably requested by the Indemnifying Party, to mitigate any losses, damages, or delayedexpenses with respect to any Third Party Claim under this Agreement and to cooperate with the defense thereof. In the event it is ultimately determined that the Indemnified Party was not entitled to indemnification for a Third Party Claim, and the Indemnifying Party has nonetheless assumed the defense of such asserted liability, then the Indemnified Party shall, at such time as it is ultimately determined that the Indemnified Party was not entitled to indemnification, reimburse the Indemnifying Party for the reasonable costs and expenses, including reasonable attorney's fees, incurred by the Indemnified Party in connection with such assumption.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any either the Sellers or the Purchaser ("Indemnified Party in writing Party") with respect to any matter involving a claim by such third party (a “"Third Party Claim”") which such Indemnified Party believes would may give rise to a claim for indemnification against the Indemnifying Party other under this Article IVVII, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) 30 days of the receipt of such notice. Such notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing will contain in reasonable detail detail, the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the claim and the amount thereof, to the extent known, and any other relevant information in the possession of the Indemnified Party’s request for indemnification under this Agreement. No delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is prejudiced thereby. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the The Indemnifying Party shall have the right at any time to assume and thereafter conduct the defense of any the Third Party Claim bywith counsel of its choice, within (30) days of receipt of the Claim Notice, notifying reasonably satisfactory to the Indemnified Party in writing Party; provided, however, that the Indemnifying Party elects will not consent to assume the defense entry of such any judgment or enter into any settlement with respect to the Third Party Claim, and upon delivery of such notice by Claim without the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages and does not impose any equitable relief upon the Indemnified Party. (c) If requested by Unless and until an Indemnifying Party assumes the Indemnifying Partydefense of the Third Party Claim as provided in Section 7.06(b) above, however, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim may defend against the person asserting the Third Party Claim or in any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)manner it reasonably may deem appropriate. (d) In no event will the event Indemnified Party consent to the entry of a any judgment or enter into any settlement with respect to the Third Party Claim for which without the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnifying Party, Party (which consent shall will not be unreasonably withheld withheld). (e) The Indemnifying Party or delayedthe Indemnified Party, as the case may be, who is controlling the defense of the Third Party Claim shall keep the other fully informed of such claim at all stages thereof. The parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any Third Party Claim.

Third Party Claims. (ai) If any third party shall notify any Indemnified Party in writing with respect receives notice of the assertion or commencement of any action made or brought by any Person who is not a party to any matter involving this Agreement or an Affiliate of a claim by such third party to this Agreement (a “Third Third-Party Claim”) which against such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to which such claim (if any), and the basis of the Indemnified Party’s request for Indemnifying Party may be obligated to provide indemnification under this Agreement. , Indemnified Party shall assume and control the settlement and defense of such Proceeding and appoint and select lead counsel. Indemnified Party shall keep Indemnifying Party reasonably informed of the defense of such Proceeding by providing copies of any pleadings or other material communications. Indemnifying Party shall (band shall cause its Affiliates to) Upon receipt provide reasonable cooperation to Indemnified Party in connection with the defense or settlement of a Claim Notice with respect to a Third Party Claimsuch Proceeding, the including by making available, at Indemnified Party’s expense, such witnesses, records, materials and other information in such Person’s possession or under such Person’s control as may be reasonably requested by Indemnified Party. Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitledright, at its sole own cost and expense, to retain separate coparticipate in the defense of any Third-Party Claim with counsel and participate inselected by it subject to Indemnified Party’s right to control the defense thereof. (ii) Notwithstanding any other provision of this Agreement, but Indemnified Party shall not control, compromise or otherwise enter into any defense judgment or settlement of any Third Third-Party Claim assumed without the prior written consent of Indemnifying Party, other than a compromise, judgment or settlement that (A) is on exclusively monetary terms with, subject to the limitations in Section 9.4, such monetary amounts paid by the Indemnifying Party pursuant to Section 4.2(b). (d) In concurrently with the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days effectiveness of the Claim Noticecompromise, judgement or settlement, (B) does not involve any finding or admission of violation of Law or admission of wrongdoing by the Indemnified Party mayand (C) provides in customary form, at its optionan unconditional release of, defendor dismissal with prejudice of, settle, compromise or pay all claims against any Indemnified Party potentially affected by such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedThird-Party Claim.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with With respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right by notice to assume the defense of any Third Indemnified Party Claim by, within (30) not later than 30 days of after receipt of the Claim Noticenotice described in Section 11.4, notifying at its expense, to participate in or assume control of the Indemnified Party in writing that negotiation, settlement or defence of the Claim: (a) If the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Partycontrol, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party’s reasonable out of pocket expenses (including reasonable legal fees) as a result of such participation or assumption as such expenses are incurred. If the Indemnifying Party elects to assume such control, the Indemnified Party shall continue to have the right to fully control and settle participate in the proceedingnegotiation, provided, that, any such settlement or compromise 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 permitted hereunder only with paid by the Indemnified Party unless (i) the Indemnifying Party consents to the retention of such counsel at its expense or (ii) the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and the 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) in which case the fees and disbursements of such counsel shall be paid by the Indemnifying Party; and (b) If the Indemnifying Party assumes the defence of any Third Party Claim, the Indemnified Party shall not settle such Third Party Claim unless the Indemnifying Party consents in writing (such consent not to be unreasonably withheld or delayed). If the Indemnifying Party assumes the defence of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which may be withheld in the Indemnified Party. ’s sole discretion), enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (cx) If requested involves a finding or admission of wrongdoing by the Indemnifying Party, the Indemnified Party shallor any of its Affiliates, at (y) does not include an unconditional written release by the sole cost and expense claimant or plaintiff of the Indemnifying Party, cooperate with the Indemnifying Indemnified Party and its counsel Affiliates from all liability in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making respect of any related counterclaim against the person asserting the such Third Party Claim or (z) imposes equitable remedies or any cross complaint against any person. The obligation on the Indemnified Party shall have or any of its Affiliates other than solely the right to receive copies payment of all pleadings, notices and communications with respect to money damages for which the Indemnified Party will be indemnified hereunder. If the Indemnified Party assumes the defence of any Third Party Claim, other than any privileged communications between the Indemnifying Indemnified Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any settle such Third Party Claim assumed by without the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnifying Party, which Party (such consent shall not to be unreasonably withheld or delayed).

Third Party Claims. (a) If In the case of any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party Claim (a “Third Party Claim”) made by any third party (which shall not include affiliates or related parties to the Purchaser or the Vendor) after the Closing against either the Vendor or the Purchaser (such Indemnified party hereto against whom such Third Party believes would give rise Claim is made being referred to herein as the “Claiming Party”) with respect to which the Claiming Party seeks to make a claim for indemnification Claim against the Indemnifying other party to this Agreement (the “Responding Party”) as a result of the breach by the Responding Party under of any representation, warranty or certification made by such Responding Party in or pursuant to this Article IVAgreement or any Closing Document or the breach by such Responding Party of any Surviving Covenant made by such Responding Party, then or pursuant to any indemnity made by such Responding Party in this Agreement which survives Closing, the Indemnified Claiming Party shall promptly give Notice to the Responding Party of any such Third Party Claim forthwith after receiving notice thereof. If the Claiming Party fails to give such Notice to the Responding Party, such failure shall not preclude the Claiming Party from making such claim against the Responding Party, but its right to indemnification may be reduced to the extent that such delay prejudiced the defence of the Third Party Claim or increased the amount of liability or the cost of the defence. (ib) notify The Responding Party shall have the Indemnifying right, by Notice to the Claiming Party thereof in writing within given not later than thirty (30) days of after receipt of notice the Notice referred to in Subsection 6.5(a), to assume the control of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature defence, compromise or settlement of the Third Party Claim, a copy so long as there is no conflict between the position of all papers served with respect to such claim (if any), the Claiming Party and the basis of the Indemnified Responding Party’s request for indemnification under this Agreement. (bc) Upon receipt the assumption of a Claim Notice with respect to a control of any Third Party ClaimClaim by the Responding Party as contemplated by Subsection 6.5(b), the Indemnifying Responding Party shall diligently proceed with the defence, compromise or settlement of the Third Party Claim at its sole expense, including, if necessary, employment of counsel reasonably satisfactory to the Claiming Party and, in connection therewith, the Claiming Party shall co-operate fully (but at the expense of the Responding Party) to make available to the Responding Party all pertinent information and witnesses under the Claiming Party’s control, make such assignment and take such other steps as in the opinion of counsel for the Responding Party, acting reasonably, are reasonably necessary to enable the Responding Party to conduct such defence. The Claiming Party shall have the right to assume participate in the defense negotiation, settlement or defence of any Third Party Claim byat its own expense and no Third Party Claim shall be settled, within (30) days compromised or otherwise disposed of receipt without the prior written consent of the Claiming Party, such consent not to be unreasonably withheld or delayed. The parties acknowledge and agree that it shall not be unreasonable for the Claiming Party to withhold approval of a settlement or compromise of a Third Party Claim Notice, notifying if such settlement or compromise imposes any obligations or liabilities on the Indemnified Claiming Party in writing that or the Indemnifying Subject Assets unless such liabilities and obligations are assumed by the Responding Party. If the Responding Party elects to assume control of the defense Third Party Claim as contemplated by Subsection 6.5(b), the Claiming Party shall not pay, or permit to be paid, any part of the Third Party Claim unless the Responding Party consents in writing to such payment, such consent not to be unreasonably withheld or delayed, or unless the Responding Party, subject to the last sentence of Subsection 6.5(d), withdraws from the defence of such Third Party Claim or unless a final judgment from which no appeal may be taken by or on behalf of the Responding Party is entered against the Claiming Party in respect of such Third Party Claim. (d) If the Responding Party fails to give Notice to the Claiming Party as contemplated by Subsection 6.5(b) or fails to defend or, and upon delivery of if after commencing or undertaking such notice by the Indemnifying Partydefence, fails to prosecute or withdraws from such defence, the Indemnifying Claiming Party shall have the right to fully control and settle undertake the proceeding, provided, that, any such defence or settlement or compromise shall be permitted hereunder only with thereof. If the written consent Claiming Party assumes the defence of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which and proposes to settle it prior to a final judgment thereon or to forego any appeal with respect thereto, then the Indemnifying Claiming Party elects to contestshall give the Responding Party prompt Notice thereof, including and the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Responding Party shall have the right to receive copies participate in the settlement or assume or reassume the defence of all pleadings, notices and communications with respect to any such Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (de) In This Section 6.5 shall survive the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedClosing.

Third Party Claims. (a) If any third party shall notify any either the Sellers or the Purchaser (“Indemnified Party in writing Party”) with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would may give rise to a claim for indemnification against the Indemnifying Party other under this Article IVVII, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) 30 days of the receipt of such notice. Such notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing will contain in reasonable detail detail, the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the claim and the amount thereof, to the extent known, and any other relevant information in the possession of the Indemnified Party’s request for indemnification under this Agreement. No delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is prejudiced thereby. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the The Indemnifying Party shall have the right at any time to assume and thereafter conduct the defense of any the Third Party Claim bywith counsel of its choice, within (30) days of receipt of the Claim Notice, notifying reasonably satisfactory to the Indemnified Party in writing Party; provided, however, that the Indemnifying Party elects will not consent to assume the defense entry of such any judgment or enter into any settlement with respect to the Third Party Claim, and upon delivery of such notice by Claim without the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages and does not impose any equitable relief upon the Indemnified Party. (c) If requested by Unless and until an Indemnifying Party assumes the Indemnifying Partydefense of the Third Party Claim as provided in Section 7.06(b) above, however, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim may defend against the person asserting the Third Party Claim or in any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)manner it reasonably may deem appropriate. (d) In no event will the event Indemnified Party consent to the entry of a any judgment or enter into any settlement with respect to the Third Party Claim for which without the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnifying Party, Party (which consent shall will not be unreasonably withheld withheld). (e) The Indemnifying Party or delayedthe Indemnified Party, as the case may be, who is controlling the defense of the Third Party Claim shall keep the other fully informed of such claim at all stages thereof. The parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any Third Party Claim.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failure or delay. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party (other than immaterial equitable relief in connection with an award of monetary damages), (iii) the Third Party Claim is or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to Section 4.1 or (iv) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this ARTICLE IV. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 4.2(b), the Indemnifying Party shall conduct such defense in good faith. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, however, that no delay on the part of the Indemnified Party in so notifying the Company shall relieve the Company of any obligation under Section 5.1 with respect thereto unless (and then solely to the extent) the Company is prejudiced thereby. (b) Upon Subject to Section 5.4(d) below, upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, by notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle defend such Third Party Claim with counsel, selected by it, who is reasonably satisfactory to the proceedingIndemnified Party, providedby all appropriate proceedings, that, any such settlement or compromise which proceedings shall be permitted hereunder only prosecuted actively and diligently by the Indemnifying Party to a final conclusion or settled. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to consent to the entry of a judgment or enter into any compromise or settlement with respect to such Third Party Claim without the prior written consent of the Indemnified PartyParty (which shall not be unreasonably withheld). (c) If requested by the Indemnifying Party, the Indemnified Party shallagrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person Person asserting the Third Party Claim or any cross complaint against any personPerson. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b5.4(b); provided, however, if, based on written advice of counsel, the Indemnified Party concludes that there is a reasonable likelihood of a conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim, the Indemnifying Party shall bear the reasonable costs and expenses of one counsel to the Indemnified Party in connection with such defense. (d) In If (i) the event Indemnifying Party fails to notify the Indemnified Party within the thirty (30) days after receipt of any Claim Notice that the Indemnifying Party elects to assume the defense of any Third Party Claim pursuant to Section 5.4(b), (ii) the Indemnifying Party elects to assume the defense of any Third Party Claim pursuant to Section 5.4(b) but fails to diligently prosecute or settle such Third Party Claim, (iii) the Indemnifying Party and the Indemnified Party are parties to the same proceeding (or, assuming the veracity of the facts alleged by the party bringing the Third Party Claim, the Indemnifying Party and the Indemnified Party may become parties to the same proceeding) and the Indemnified Party determines in good faith that a conflict of interest exists between the Indemnifying Party and the Indemnified Party, (iv) the Indemnified Party determines in good faith that there is a reasonable possibility that it will be prejudiced in any material respect beyond the ambit of such Third Party Claim by the Indemnifying Party’s control of the defense and proceedings with respect to any Third Party Claim, or (v) such Third Party Claim is a claim by a governmental tax authority, then (A) the Indemnified Party shall have the right to assume full control of the defense and proceedings with respect to such Third Party Claim, and the Indemnified Party may compromise or settle such Third Party Claim without consulting with, or obtaining consent from, the Indemnifying Party in connection therewith (it being understood and agreed that the Indemnifying Party shall not be bound by any such compromise or settlement entered into without its consent) and (B) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including fees and disbursements of no more than one counsel per jurisdiction (such counsel reasonably acceptable to the Indemnifying Party) reasonably incurred in connection with such Third Party Claim). The Indemnified Party shall have full control of such defense and proceedings, although the Indemnifying Party shall be entitled to participate in any defense or settlement controlled by the Indemnified Party pursuant to this Section 5.4(d) at its sole expense. Any compromise or settlement of a Third Party Claim for which effected by the Indemnified Party without the Indemnifying Party’s consent shall not be dispositive of the amount of any Losses with respect to such Third Party Claim. (e) In the event any Indemnified Party should have a claim against the Indemnifying Party elects hereunder which does not to assume the defense or fails to make such an election within the 30 days of the Claim Noticeinvolve a Third Party Claim, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at shall promptly transmit to the expense Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that no delay on the part of the Indemnified Party in delivering the Indemnity Notice pursuant to this Section 5.4(e) shall relieve the Indemnifying Party; providedParty of any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim (the “Dispute Notice”), that, any such settlement or compromise the Indemnifying Party shall be permitted hereunder only deemed to have accepted and agreed with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedsuch claim.

Third Party Claims. (a) If The following provisions shall apply to any Claim for Losses subject to indemnification under this Agreement that is a Proceeding filed or instituted by, or the making of any Claim or demand by, any third party shall notify party, including any Indemnified Party in writing with respect to any matter involving a claim by such third party Governmental Authority (a “"Third Party Claim”"): (i) which such The Indemnified Party believes would or Parties shall give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of or Parties prompt written notice of such claim and the Third Party Claim. (ii) transmit to the The Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail may undertake and control the nature defense, compromise and/or settlement of the Third Party Claim, a copy by representatives chosen by the Indemnifying Party and reasonably acceptable to the Indemnified Party. The Indemnifying Party's defense of all papers served the Third Party Claim shall not in and of itself constitute an admission that it has an indemnification obligation hereunder with respect to such claim (if any), and the basis Third Party Claim. If the Indemnifying Party undertakes the defense of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, then the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies participate in the defense of all pleadings, notices and communications with respect to any the Third Party Claim, other than any privileged communications between Claim at its own expense. So long as the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any is defending the Third Party Claim assumed by the Indemnifying Party actively and in good faith pursuant to this Section 4.2(b10.03(b)(ii). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, (A) shall not compromise or settle, compromise or pay such action or claim at consent to the expense entry of a judgment with respect to, the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with Third Party Claim without the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned) and (B) shall provide the Indemnifying Party with reasonable cooperation in the defense of the Third Party Claim. If the Indemnifying Party passes on the opportunity to control the defense of the Third Party Claim, and the Indemnified Party undertakes and controls the defense of the Third Party Claim pursuant to Section 10.03(c), it shall not compromise or settle, or consent to the entry of a judgment with respect to, the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned).

Third Party Claims. (a) If any third party shall notify any the Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such the Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IVVI, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (claim, if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b6.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article ARTICLE IV, then the Indemnified Party shall promptly following receipt of notice of such claim (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failure or delay. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) 30 days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party (other than immaterial equitable relief in connection with an award of monetary damages), (iii) the Third Party Claim is or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to Section 6.4 or (iv) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this ARTICLE IV. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 6.2(b), the Indemnifying Party shall conduct such defense in good faith. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b6.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, provided that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV6, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)6.2(b) of this Agreement. (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 thirty (30) days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon Subject to Section 4.4(d) below, upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, by notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle defend such Third Party Claim with counsel, selected by it, who is reasonably satisfactory to the proceedingIndemnified Party, providedby all appropriate proceedings, that, any such settlement or compromise which proceedings shall be permitted hereunder only prosecuted actively and diligently by the Indemnifying Party to a final conclusion or settled. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to consent to the entry of a judgment or enter into any compromise or settlement with respect to such Third Party Claim without the prior written consent of the Indemnified PartyParty (which shall not be unreasonably withheld). (c) If requested by the Indemnifying Party, the Indemnified Party shallagrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b4.4(b); provided, however, if, based on written advice of counsel, the Indemnified Party concludes that there is a reasonable likelihood of a conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim, the Indemnifying Party shall bear the reasonable costs and expenses of counsel retained by the Indemnified Party in connection with such defense. (d) In If (i) the event Indemnifying Party fails to notify the Indemnified Party within the thirty (30) days after receipt of any Claim Notice that the Indemnifying Party elects to assume the defense of any Third Party Claim pursuant to Section 4.4(b), (ii) the Indemnifying Party elects to assume the defense of any Third Party Claim pursuant to Section 4.4(b) but fails to diligently prosecute or settle such Third Party Claim, (iii) the Indemnifying Party and the Indemnified Party are parties to the same proceeding (or, assuming the veracity of the facts alleged by the party bringing the Third Party Claim, the Indemnifying Party and the Indemnified Party may become parties to the same proceeding) and the Indemnified Party determines in good faith that a conflict of interest exists between the Indemnifying Party and the Indemnified Party, (iv) the Indemnified Party determines in good faith that there is a reasonable possibility that it will be prejudiced in any material respect beyond the ambit of such Third Party Claim by the Indemnifying Party’s control of the defense and proceedings with respect to any Third Party Claim, or (v) such Third Party Claim is a claim by a governmental tax authority, then (A) the Indemnified Party shall have the right to assume full control of the defense and proceedings with respect to such Third Party Claim, and the Indemnified Party may compromise or settle such Third Party Claim without consulting with, or obtaining consent from, the Indemnifying Party in connection therewith (it being understood and agreed that the Indemnifying Party shall not be bound by any such compromise or settlement entered into without its consent) and (B) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including fees and disbursements of no more than one counsel per jurisdiction (such counsel reasonably acceptable to the Indemnifying Party) reasonably incurred in connection with such Third Party Claim). The Indemnified Party shall have full control of such defense and proceedings, although the Indemnifying Party shall be entitled to participate in any defense or settlement controlled by the Indemnified Party pursuant to this Section 4.4(d) at its sole expense. Any compromise or settlement of a Third Party Claim for which effected by the Indemnified Party without the Indemnifying Party’s consent shall not be dispositive of the amount of any Losses with respect to such Third Party Claim. (e) In the event any Indemnified Party should have a claim against the Indemnifying Party elects hereunder which does not to assume the defense or fails to make such an election within the 30 days of the Claim Noticeinvolve a Third Party Claim, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at shall promptly transmit to the expense Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that no delay on the part of the Indemnified Party in delivering the Indemnity Notice pursuant to this Section 4.4(e) shall relieve the Indemnifying Party; providedParty of any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, that, any such settlement or compromise the Indemnifying Party shall be permitted hereunder only deemed to have accepted and agreed with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedsuch claim.

Third Party Claims. (a) If The obligations of an indemnifying party under this Section 11.02 with respect to Damages arising from claims or legal proceedings of any third party shall notify any Indemnified Party that are subject to indemnification as provided for in writing Section 11.02(a) or Section 11.02(b) Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with respect to any matter involving a claim by such third party brackets [ ] and an asterisk*, have been separately filed with the Commission. (a “Third Party Claim”) which such Indemnified shall be governed by and be contingent upon the following additional terms and conditions: (i) If (A) the indemnified party receives written notice of the commencement of any Third Party believes would give rise to Claim against any indemnified party, and (B) a claim for indemnification is to be made against the Indemnifying Party indemnifying party under this Article IVAgreement with respect to such Third Party Claim, then the Indemnified Party indemnified party shall promptly (i) notify the Indemnifying indemnifying party of the commencement of such Third Party thereof in writing Claim; provided, however, that any failure to notify the indemnifying party of the commencement of such Third Party Claim shall not limit or otherwise affect any rights of the indemnified party or any liability that the indemnifying party may have to any indemnified party (except to the-extent that the defense of such Third Party Claim has been materially prejudiced by the indemnified party’s failure to notify the indemnifying party of the commencement of such Third Party Claim). If, within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature after receiving notification of the Third Party Claim, a copy commencement of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a any Third Party Claim, the Indemnifying Party shall have indemnifying party delivers to the right to assume indemnified party a written notice setting forth the defense of any Third Party Claim by, within (30) days of receipt election of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects indemnifying party to assume the defense of such Third Party Claim, then, subject to subsections “(ii)” and upon delivery “(iii)” below: (A) the indemnifying party shall be entitled to assume the defense of such notice by the Indemnifying Party, the Indemnifying Third Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shallClaim, at the sole cost and expense of the Indemnifying Partyindemnifying party, cooperate with counsel reasonably satisfactory to the Indemnifying Party and its indemnified party; and (B) as long as the indemnifying party conducts such defense, the indemnifying party shall not be required to reimburse the indemnified party for any fees paid to any other counsel representing such indemnified party in contesting any such Third Party Claim for legal services rendered while the indemnifying party is conducting such defense (it being understood that the indemnifying party shall be required to reimburse the indemnified party for any fees paid to counsel representing the indemnified party in such Third Party Claim for legal services rendered prior to the time the indemnified party receives notice of the election of the indemnifying party to assume such defense). (ii) If the indemnifying party assumes the defense of a Third Party Claim in accordance with subsection ”(i)” above, then: (A) it will be deemed conclusively established for purposes of this Agreement that such Third Party Claim is within the scope of and are subject to the indemnification provisions set forth in Section 11.02, and the indemnifying party shall not be permitted to contest the applicability of Section 11.02 to such Third Party Claim or to contest the indemnifying party’s obligation to provide indemnification to the indemnified party with respect thereto; (B) the indemnified party shall promptly deliver to the indemnifying party all original notices and documents (including court papers) received by any indemnified party in connection with the Third Party Claim. Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Indemnifying Commission. (C) the indemnifying party shall keep the indemnified party informed of all material developments relating to such Third Party elects Claim; (D) the indemnified party shall be entitled to contestparticipate (at its own expense) in the defense of such Third Party Claim; and (E) the indemnifying party shall not be permitted to effect any settlement, including the making adjustment or compromise of any related counterclaim against the person asserting the such Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, claims made in connection therewith without the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnifying Party, indemnified party (which consent shall not be unreasonably withheld or delayed) unless (I) such settlement, adjustment or compromise involves no finding or admission of any breach by any indemnified party of any obligation to any other Person or any violation by any indemnified party of any Law, (II) such settlement, adjustment or compromise has no effect on any other claim that may be made against any indemnified party, (III) the sole relief provided in connection with such settlement, adjustment or compromise is monetary damages that are paid in full by the indemnifying party, and (IV) the indemnified party receives a full release with respect to such claim. If the indemnifying party does not elect (within the 30-day lime period specified in subsection ”(i)” above) to assume the defense of a Third Party Claim in accordance with subsection ”(i)” above, then (I) the indemnified party shall have the exclusive right, at its election, to control the defense of such Third Party Claim with counsel selected by the indemnified party and reasonably satisfactory to the indemnifying party, (II) provided that the indemnifying party is adjudged to be obligated to indemnify he indemnified party hereunder, the indemnifying party shall not be entitled to challenge the manner in which the Third Party Claim was litigated by the indemnified party and its counsel or the judgment or other outcome of the Third Party Claim, and (iii) the indemnifying party will not be bound by any settlement, adjustment or compromise effected by the indemnified party with respect to such Third Party Claim or of any of the claims made in connection therewith that is of effected without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed). (iii) Notwithstanding anything to the contrary contained in this Section 11.02(d), and notwithstanding any election made by the indemnifying party to assume the defense of any Third Party Claim in accordance with subsection ”(i)” above, if any indemnifying party or any affiliate of any indemnifying party is also a party to such Third Party Claim, and counsel to the indemnified party determines in good faith that joint representation would give rise to a conflict of interest in such Third Party Claim, then the indemnified party may retain its own legal counsel at the expense of the indemnifying party, and the indemnifying party and its counsel shall cooperate with the Indemnified Party and its counsel as may be reasonably requested. (iv) Regardless of whether the indemnifying party or the indemnified party defends or prosecutes any Third Party Claim, each non-defending party shall, and shall cause each Affiliate of any such non-defending party to, cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. attend such conferences, discovery proceedings, hearings, trials and appeals as maybe reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the defending party to, and reasonable retention by each non-defending party of, records and information that are reasonably relevant to such Third Party Claim, and making each non-defending party and other employees and agents thereof available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the indemnifying party shall reimburse each such Person for all its reasonable out-of-pocket expenses in connection therewith.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving claim is made by a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes against the Company or its Subsidiaries, the Seller or the Buyer that, if sustained, would give rise to a indemnification under Sections 6.1 or 6.2 of this Agreement, the Seller or the Buyer, as the case may be (the “Indemnified Party”), will promptly notify the other party (the “Indemnifying Party”) in writing of the claim for indemnification against (but, where the Indemnifying Party under this Article IV, then Buyer is the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party ClaimParty, a copy of all papers served only with respect to claims made against the Buyer or made against the Company or any of its Subsidiaries after the Second Stage Closing) and will afford the Indemnifying Party, or its designee, the opportunity to defend or to settle the claim at the Indemnifying Party’s sole expense (but, where the Buyer is the Indemnified Party, only with respect to claims made against the Buyer). The Indemnifying Party will have the right to defend or, subject to clause (b) below, settle, at its own expense and with counsel of its choice, any such claim (if any), and matter involving the basis asserted liability of the Indemnified Party’s request for indemnification under this Agreement, if the Indemnifying Party promptly gives written notice of its intention to do so to the Indemnified Party. (b) Upon receipt of a Claim Notice with respect In the event that the Indemnifying Party exercises the right to a undertake any such defense against any Third Party Claimclaim as provided above, the Indemnified Party may participate in such defense at its own expense. The Indemnified Party will cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably requested by the Indemnifying Party. Similarly, in the event that the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying will cooperate with the Indemnified Party in writing that such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably requested by the Indemnified Party. No such Third Party claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party unless such settlement provides for a full and unconditional release of the Indemnified Party. If the Indemnifying Party elects to assume direct the defense of any such Third Party claim, the Indemnified Party will not pay, or permit to be paid, any part of such Third Party claim unless the Indemnifying Party consents in writing to such payment, or unless the Indemnifying Party withdraws from the defense of such Third Party Claimclaim or unless a final judgment, and upon delivery of such notice from which no appeal may be taken by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense on behalf of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim is entered against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay for such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedThird Party claim.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, however, that no delay on the part of the Indemnified Party in so notifying the Company shall relieve the Company of any obligation under Section 4.1 with respect thereto unless (and then solely to the extent) the Company is prejudiced thereby. (b) Upon Subject to Section 4.4(d) below, upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, by notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle defend such Third Party Claim with counsel, selected by it, who is reasonably satisfactory to the proceedingIndemnified Party, providedby all appropriate proceedings, that, any such settlement or compromise which proceedings shall be permitted hereunder only prosecuted actively and diligently by the Indemnifying Party to a final conclusion or settled. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to consent to the entry of a judgment or enter into any compromise or settlement with respect to such Third Party Claim without the prior written consent of the Indemnified PartyParty (which shall not be unreasonably withheld). (c) If requested by the Indemnifying Party, the Indemnified Party shallagrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b4.4(b); provided, however, if, based on written advice of counsel, the Indemnified Party concludes that there is a reasonable likelihood of a conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim, the Indemnifying Party shall bear the reasonable costs and expenses of counsel retained by the Indemnified Party in connection with such defense. (d) In If (i) the event Indemnifying Party fails to notify the Indemnified Party within the thirty (30) days after receipt of any Claim Notice that the Indemnifying Party elects to assume the defense of any Third Party Claim pursuant to Section 4.4(b), (ii) the Indemnifying Party elects to assume the defense of any Third Party Claim pursuant to Section 4.4(b) but fails to diligently prosecute or settle such Third Party Claim, (iii) the Indemnifying Party and the Indemnified Party are parties to the same proceeding (or, assuming the veracity of the facts alleged by the party bringing the Third Party Claim, the Indemnifying Party and the Indemnified Party may become parties to the same proceeding) and the Indemnified Party determines in good faith that a conflict of interest exists between the Indemnifying Party and the Indemnified Party, (iv) the Indemnified Party determines in good faith that there is a reasonable possibility that it will be prejudiced in any material respect beyond the ambit of such Third Party Claim by the Indemnifying Party’s control of the defense and proceedings with respect to any Third Party Claim, or (v) such Third Party Claim is a claim by a governmental tax authority, then (A) the Indemnified Party shall have the right to assume full control of the defense and proceedings with respect to such Third Party Claim, and the Indemnified Party may compromise or settle such Third Party Claim without consulting with, or obtaining consent from, the Indemnifying Party in connection therewith (it being understood and agreed that the Indemnifying Party shall not be bound by any such compromise or settlement entered into without its consent) and (B) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including fees and disbursements of no more than one counsel per jurisdiction (such counsel reasonably acceptable to the Indemnifying Party) reasonably incurred in connection with such Third Party Claim). The Indemnified Party shall have full control of such defense and proceedings, although the Indemnifying Party shall be entitled to participate in any defense or settlement controlled by the Indemnified Party pursuant to this Section 4.4(d) at its sole expense. Any compromise or settlement of a Third Party Claim for which effected by the Indemnified Party without the Indemnifying Party’s consent shall not be dispositive of the amount of any Losses with respect to such Third Party Claim. (e) In the event any Indemnified Party should have a claim against the Indemnifying Party elects hereunder which does not to assume the defense or fails to make such an election within the 30 days of the Claim Noticeinvolve a Third Party Claim, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at shall promptly transmit to the expense Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that no delay on the part of the Indemnified Party in delivering the Indemnity Notice pursuant to this Section 4.4(e) shall relieve the Indemnifying Party; providedParty of any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim (the “Dispute Notice”), that, any such settlement or compromise the Indemnifying Party shall be permitted hereunder only deemed to have accepted and agreed with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedsuch claim.

Third Party Claims. (a) 9.4.1 If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Indemnity Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect relates to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying that the Indemnified Party in writing that is required by applicable Law to pay without a prior opportunity to contest it but with an ability to contest such matter subsequent the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Noticepayment, the Indemnified Party may, at despite Sections 9.4.3, 9.4.5 and 9.4.5.1, make the payment without affecting its optionright to make an Indemnity Claim in accordance with this Agreement. 9.4.2 The Indemnified Party will promptly deliver to the Indemnifying Party copies of all correspondence, defendnotices, assessments or other written communication received by the Indemnified Party in respect of any Third Party Claim. 9.4.3 The Indemnified Party will not negotiate, settle, compromise or pay such action any Third Party Claim with respect to which it has asserted or claim at proposes to assert an Indemnity Claim, without the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written prior consent of the Indemnifying Party, which consent shall will not be unreasonably withheld withheld. 9.4.4 The Indemnified Party will not cause or delayedpermit the termination of any right of appeal in respect of any Third Party Claim which is or might become the basis of an Indemnity Claim without giving the Indemnifying Party written notice of the contemplated or potential termination in time to grant the Indemnifying Party a reasonable opportunity to contest the Third Party Claim. 9.4.5 If the Indemnifying Party first acknowledges in writing its obligation to satisfy an Indemnity Claim to the extent of any binding determination or settlement in connection with a Third Party Claim (or enters into arrangements otherwise satisfactory to the Indemnified Party), in any legal or administrative proceeding in connection (including any audit with respect to Taxes) with the matters forming the basis of a Third Party Claim, the following will apply: 9.4.5.1 the Indemnifying Party will have the right, subject to the rights of any insurer or third party having potential liability therefor, by written notice delivered to the Indemnified Party within 20 Business Days of receipt by the Indemnifying Party of the notice of the Indemnity Claim to (i) participate in the negotiation, defence or settlement of a Third Party Claim; or (ii) assume carriage and control of the negotiation, defence or settlement of a Third Party Claim and the conduct of any related legal or administrative proceedings at the expense of the Indemnifying Party and by its own counsel; 9.4.5.2 if the Indemnifying Party elects to assume carriage and control, the Indemnified Party will have the right to participate at its own expense in the negotiation, defence or settlement of a Third Party Claim assisted by counsel of its own choosing; and

Third Party Claims. (aA) If any third party shall notify any Indemnified Party in writing either Landlord or Tenant with respect to any matter involving a claim by such third party (a “"Third Party Claim”") which such Indemnified Party believes would may give rise to a claim for ----------------- indemnification against the Indemnifying Party Landlord under this Article IVXVII or a claim for indemnification against Tenant under (S)15.1, then the Indemnified Party party receiving notice shall promptly notify the other party in writing; provided, however, that no -------- ------- delay in notifying the other party shall relieve that party from any obligation hereunder unless (and then solely to the extent) such party is prejudiced. (B) Landlord agrees to defend Third Party Claims which arise solely out of Landlord's indemnity obligations under (S)17.1 and so long as Landlord is conducting the defense of the Third Party Claim in accordance with Section 17.1 above, (i) notify Tenant may retain separate co-counsel at its sole cost and expense and participate in the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature defense of the Third Party Claim, a copy (ii) Tenant will not consent to the entry of all papers served any judgment or enter into any settlement with respect to such claim (if any)the Third Party Claim without the prior written consent of Landlord, and (iii) Landlord will not consent to the basis entry of any judgment or enter into any settlement with respect to the Indemnified Party’s request for indemnification under this AgreementThird Party Claim without the prior written consent of Tenant (not to be withheld unreasonably). (bC) Upon receipt If Landlord does not defend against the Third Party Claim as required by (S)17.2(B), however, (i) Tenant may defend against, and consent to the entry of a Claim Notice any judgment or enter into any settlement with respect to a to, the Third Party ClaimClaim in any manner it reasonably may deem appropriate (provided that Landlord may participate in any such action, the Indemnifying Party at its own expense, and Landlord shall have the right to assume reject any settlement proposal by Tenant), (ii) Landlord will reimburse Tenant promptly and periodically for the defense costs of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim defending against the person asserting the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) Landlord will remain responsible for any Environmental Damages Tenant may suffer resulting from, arising out of, relating to, in the nature of, or any cross complaint against any person. The Indemnified Party shall have caused by the right to receive copies of all pleadings, notices and communications with respect to any Third Party ClaimClaim to the extent (and only to the extent) provided in this Article XVII. (D) Tenant agrees to defend Third Party Claims which arise out of Tenant's indemnity obligations under (S)15.1 and so long as Tenant is conducting the defense of the Third Party Claim in accordance with Section 15.1, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, (i) Landlord may retain separate co-counsel at its sole cost and expense, to retain separate co-counsel expense and participate inin the defense of the Third Party Claim, but (ii) Landlord will not control, any defense or settlement consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim assumed by without the Indemnifying prior written consent of Tenant (not to be withheld unreasonably), and (iii) Tenant will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party pursuant Claim without the prior written consent of Landlord (not to Section 4.2(bbe withheld unreasonably). (dE) In If Tenant does not defend against the event of a Third Party Claim for which as required by (S)17.2(D), however, (i) Landlord may defend against, and consent to the Indemnifying Party elects not to assume the defense entry of any judgment or fails to make such an election within the 30 days of the Claim Noticeenter into any settlement with respect to, the Indemnified Third Party mayClaim in any manner it reasonably may deem appropriate (provided that Tenant may participate in any such action, at its optionown expense), defend(ii) Tenant will reimburse Landlord promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), settleand (iii) Tenant will remain responsible for any Environmental Damages Landlord may suffer resulting from, compromise arising out of, relating to, in the nature of, or pay such action or claim at caused by the expense of Third Party Claim to the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedfullest extent provided in this Article XVII and in Section 15.1.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV6, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)6.2(b) of this Agreement. (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IVV, then the Indemnified Party shall promptly following receipt of notice of such claim (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failure or delay. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days from receipt of such Claim Notice that the Indemnifying Party disputes such claim for indemnification under this Agreement, the Indemnifying Party shall be deemed to have accepted and agreed with such claim for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, ; provided, that, that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Third Party Claim is or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to Section 5.5 or (iv) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this Article V. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 5.3(b), the Indemnifying Party shall conduct such defense in good faith. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b5.3(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or defense, fails to make such an election within the 30 thirty (30) days of the Claim NoticeNotice or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, provided that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any In the event that an Indemnified Party becomes aware of a third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then that the Indemnified Party reasonably believes may result in indemnification pursuant to this Article VIII, Parent shall promptly (i) notify the Indemnifying Securityholders’ Representative of such claim; provided, however, no delay or failure on the part of an Indemnified Party thereof in writing within thirty (30) days of receipt of delivering a notice of such claim and (ii) transmit a Third Party Claim shall relieve the Company Securityholders from any indemnification liability hereunder except to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail extent such failure materially prejudices the nature defense of the such Third Party Claim, . If the contents and delivery of a copy notice of all papers served with respect to such claim (if any), a Third Party Claim Notice satisfy the content and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt delivery requirements of a Claim Notice Certificate pursuant to Section 8.7, then such notice shall also be deemed to be a Claim Certificate. The Indemnified Party shall, at its election, undertake and conduct the defense of such Third Party Claim with respect counsel of its own choosing (and reasonably acceptable to a the Securityholders’ Representative); provided, however, that the Securityholders’ Representative will be entitled to employ separate counsel and participate, at its expense (on behalf of the Company Securityholders), but not control, the defense of such Third Party Claim; provided, further, that except with the prior written consent of the Securityholders’ Representative, no settlement of any such Third Party Claim with third party claimants may be effected by the Indemnified Party without the written consent of the Securityholders’ Representative, such consent not to be unreasonably, withheld, conditioned or delayed. Notwithstanding the foregoing, the Indemnifying Indemnified Party shall have the right to assume the defense of pay, settle or compromise any such Third Party Claim bywithout the Securityholders’ Representative’s consent if (x) the judgment or proposed settlement involves only the payment of money damages by the Indemnified Party, within (30y) days does not impose an injunction or other equitable relief upon the Company Securityholders, and (z) includes, as an unconditional term thereof, the giving by the claimant or plaintiff to the Company Securityholders of receipt a release (in form and substance reasonably satisfactory to the Securityholders’ Representative) from all liability in respect of the Claim Notice, notifying such Third Party Claim. (b) If the Indemnified Party in writing that the Indemnifying Party elects does not so elect to assume undertake and conduct the defense of such Third Party Claim, the Securityholders’ Representative may elect to undertake and upon delivery conduct the defense of such notice claim with counsel of its own choosing (and reasonably acceptable to the Indemnified Party); provided, however, that the Indemnified Party will be entitled to employ separate counsel and participate, at its expense, but not control, the defense of such Third Party Claim; provided, further, that except with the prior written consent of the Indemnified Party, no settlement of any such Third Party Claim with third party claimants may be effected by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with Securityholders’ Representative without the written consent of the Indemnified Party, such consent not to be unreasonably, withheld, conditioned or delayed. Notwithstanding the foregoing, the Securityholders’ Representative shall have the right to pay, settle or compromise any such Third Party Claim without the Indemnified Party’s consent if (x) the judgment or proposed settlement involves only the payment of money damages by the Company Securityholders, (y) does not impose an injunction or other equitable relief upon the Indemnified Party, and (z) includes, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release (in form and substance reasonably satisfactory to the Indemnified Party) from all liability in respect of such Third Party Claim. (c) If Parent and the Securityholders’ Representative shall render to each other such assistance as may be reasonably requested by the Indemnifying Party, other in order to ensure the Indemnified Party shall, at the sole cost proper and expense adequate defense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party including furnishing records, information and its counseltestimony and attending conferences, discovery proceedings, hearings, trials and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)appeals in connection therewith. (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 thirty (30) days of receipt of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably refused, withheld or delayed.

Third Party Claims. (a) If any third party shall notify Person entitled to receive indemnification under this Agreement (an “Indemnitee”) receives notice of any Indemnified Claim by any Person who is neither a Party in writing with respect to any matter involving this Agreement nor an Affiliate of a claim by such third party Party to this Agreement (a “Third Party Claim”) for which such Indemnified Party believes would has or could reasonably give rise to a right of indemnification hereunder, or which the Indemnitee may claim for a right to indemnification against hereunder from the other Party (the “Indemnifying Party under this Article IVParty”), then the Indemnified Party shall Indemnitee will promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a give written notice (a “Third Party Claim Notice”) describing in reasonable detail of such Third Party Claim to the nature Indemnifying Party. Any such Third Party Claim Notice shall (i) describe the nature, facts and circumstances of the Third Party ClaimClaim in reasonable detail, a copy (ii) state the estimated amount of all papers served the Indemnifiable Loss that has been or may be sustained by the Indemnitee, if practicable, (iii) state the method and computation thereof, and (iv) contain specific reference to the provision or provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The Indemnitee shall provide the Indemnifying Party with such other information known to it or in its possession with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between as the Indemnifying Party and its counsel, and shall be entitledmay reasonably request. The Indemnifying Party, at its sole cost and expense, will have the right, upon written notice to retain separate co-counsel and participate in, but not control, any defense the Indemnitee within thirty (30) days (or settlement such earlier time as may be required by the nature of any the Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (dClaim) In the event of receiving a Third Party Claim Notice, to assume the defense of the Third Party Claim through counsel of its choice, provided, that the Indemnitee shall be entitled to retain its own counsel, at the Indemnifying Party’s expense, if (i) upon the advice of Indemnitee’s counsel, a conflict of interest exists (or would reasonably be expected to arise) that would make it inappropriate for the same counsel to represent both the Indemnifying Party and Indemnitee in connection with a Third Party Claim, (ii) the Indemnifying Party fails to diligently prosecute the defense of the Third Party Claim, or (iii) such Third Party Claim (A) seeks non-monetary relief, or (B) involves criminal or quasi criminal allegations and, provided further, that if the aggregate dollar amount of the Third Party Claim, together with all other Third Party Claims of which the Indemnifying Party elects not is aware or has received Third Party Claim Notices, and all costs and expenses reasonably estimated to assume be incurred in connection with the defense or fails to make such an election within thereof, would exceed the 30 days monetary limitation of the indemnification obligation applicable to such Third Party Claim Notice(the “Indemnification Cap”), the Indemnified Party Indemnitee may, at its option, defend, settle, compromise or pay such action or claim at and to the expense extent in excess of the Indemnifying Party; providedIndemnification Cap at its sole cost and expense, that, any such settlement or compromise shall be permitted hereunder only with assume the written consent defense of the Third Party Claim with counsel of its choice upon written notice to the Indemnifying Party, which consent shall not be unreasonably withheld or delayedParty within fifteen (15) days of receiving a Third Party Claim Notice.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against 9.10.1 In the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of event a Claim Notice is delivered with respect to a Third Party Claim, the Indemnifying Party shall have the right right, at its expense, to assume participate in but not control the defense of any Third Party Claim bynegotiation, within (30) days of receipt settlement or defence of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party which control shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only rest at all times with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall will have the exclusive right to receive copies of all pleadingscontest, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise settle or pay such action or claim at the expense of the Indemnifying Partyamount claimed; provided, thathowever, any such settlement or compromise shall be permitted hereunder only that except with the written consent of the Indemnifying Party, no settlement with respect to such Third Party Claim will be determinative of whether the Indemnified Party is entitled to indemnification pursuant to this Article 9 or the amount of such indemnification, if any. 9.10.2 If any Third Party Claim is of a nature such that it is necessary in the reasonable view of the Indemnified Party acting 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 consent shall not be unreasonably withheld is necessary to the ongoing operations of the Business or delayedany 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 Actions, as the case may be, then the Indemnified Party may make such payment and the Shareholders 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 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, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party.

Third Party Claims. (a) If any All claims for indemnification made under this Agreement resulting from, related to or arising out of a third party shall notify any claim against an Indemnified Party in writing with respect to any matter involving a claim by such third 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 becoming aware of the assertion of any such Indemnified Party believes would give rise to claim by a third party. For purposes of this Agreement, “Indemnifying Party” means (i) in the case of a claim for indemnification against by the Buyer, the Seller and (ii) in the case of a claim for indemnification by the Seller, 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 in so notifying the Indemnifying Party under this Article IVshall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent the Indemnifying Party is actually prejudiced thereby. Within thirty (30) Business Days after delivery of such Third Party Claim Notice, then the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense with counsel reasonably satisfactory to the Indemnified Party 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 and monetary damages. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall promptly (i) notify control such defense. The party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice assumes control of such claim defense and (ii) transmit to the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail and the nature of the Third Indemnified Party Claim, a copy of all papers served 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 advised of the status of such action, suit, proceeding or claim (if any), and the basis 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 (x) does not include a complete release of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice Party from all liability with respect to a Third Party Claimthereto, the Indemnifying Party shall have the right to assume the defense of (y) includes any Third Party Claim admission by, within (30) days of receipt of the Claim Noticeor finding adverse to, notifying the Indemnified Party in writing that or (z) imposes any liability or obligation on the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Indemnified Party, in each case, without the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within Within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon after receipt of a Claim Notice containing the information set forth in Section 8.4(a) with respect regard to a Third Third-Party ClaimClaim (but in any event at least five (5) Business Days prior to the date any answer to such Third-Party Claim is due to be filed), the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying notify the Indemnified Party in writing that of its election to defend or compromise any Third-Party Claim at its own expense and by its own counsel, who shall be reasonably satisfactory to the Indemnified Party. The Indemnifying Party elects to assume the defense of such Third Party Claimmay defend against, and upon delivery of such notice by the Indemnifying Partyor enter into any settlement with respect to, the Indemnifying Party shall have matter in any manner it reasonably may deem appropriate, except that it will not consent to the right entry of any judgment or enter into any settlement with respect to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with matter without the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified which consent shall not be unreasonably withheld. With regard to such Third-Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim Claims which the Indemnifying Party elects to contestdefend or compromise, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, may retain separate co-counsel at its sole cost and expense, to retain expense (except that the Indemnifying Party will be responsible for the reasonable fees and expenses of the separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed in the event that the counsel selected by the Indemnifying Party pursuant to Section 4.2(b). (d) In cannot independently represent both the event of a Third Indemnified Party Claim for which and the Indemnifying Party elects not due to assume a conflict of interest or is not, in the Indemnified Party’s reasonable determination, adequately representing the Indemnified Party). If the Indemnifying Party fails to provide notice that the Indemnifying Party is assuming the defense or fails to make such an election compromise of the Third-Party Claim within the 30 days thirty (30)-day period following the Indemnifying Party’s receipt of the Claim Notice, the Indemnified Party may(at the Indemnifying Party’s expense) may defend against, or enter into any compromise with respect to, the matter in any manner it reasonably may deem appropriate. The party controlling the defense of any Third-Party Claim shall deliver, or cause to be delivered, to the other party or parties copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the Third-Party Claim and timely notices of and the right to participate (as an observer) in any Proceeding relating to the Third-Party Claim. The Indemnifying Party shall satisfy the Claim in accordance with Section 8.4(f). Notwithstanding the foregoing, if (A) a Third-Party Claim relates primarily to a criminal proceeding, action or indictment, (B) the Indemnified Party reasonably believes an adverse determination with respect to a Third-Party Claim or other claim giving rise to a Third-Party Claim is likely and such adverse determination would materially and adversely affect the Indemnified Party’s reputation or future business prospects, (C) a Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party, or (D) the Indemnified Party reasonably determines that the Indemnifying Party cannot adequately represent the interests of the Indemnified Party because of a conflict of interest, then in any such case the Indemnified Party shall have the sole right to defend and settle such Third-Party Claim (with the Indemnifying Party being entitled, at its optioncost and expense, defendto consult with respect to such defense), settleand to pursue its indemnification rights hereunder and whatever other legal remedies may be available to enforce its rights under this Article 8. If the Indemnified Party elects to assume and control the defense of such a Third-Party Claim, compromise or pay such action or claim at the expense of it will provide notice thereof to the Indemnifying Party; provided, that, any Party within thirty (30) days after the Indemnified Party has received notice of such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedThird-Party Claim.

Third Party Claims. (a) If any third party shall notify any an Indemnified Party in writing with respect to shall have any matter involving a claim by such third party (a “Third Party Claim”) which Claim asserted against such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IVParty, then the Indemnified Party promptly shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written Claim Notice relating to such Third Party Claim. Prior to the expiration of the 45-day period following the Indemnifying Party's receipt of such notice (“Claim Notice”the "Election Period"), the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 9 with respect to such Third Party Claim. (b) describing in reasonable detail If an Indemnifying Party notifies an Indemnified Party within the nature Election Period that the Indemnifying Party does not dispute its potential liability to the Indemnified Party under this Article 9, the Indemnifying Party shall assume the defense of the Third Party Claim, a copy of all papers served with respect to such claim (if any)at its sole cost and expense, and shall prosecute such defense diligently to a final conclusion or settle such Third Party Claim at the basis discretion of the Indemnified Party’s request for indemnification under Indemnifying Party in accordance with this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Section 9.6(b). The Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense full control of such Third Party Claimdefense and proceedings, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, including any such compromise or settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) thereof. If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, agrees to cooperate fully with the Indemnifying Party and its counsel at the Indemnifying Party's expense in contesting any Third Party Claim which that the Indemnifying Party elects to contest, including including, without limitation, the making of any related counterclaim against the person Person asserting the Third Party Claim or any cross cross-complaint against any personPerson. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed controlled by the Indemnifying Party pursuant to this Section 4.2(b). (d9.6(b) In the event of a Third Party Claim for which the Indemnifying Party elects not and shall bear its own costs and expenses with respect to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedparticipation.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify In the Indemnifying Party thereof in writing within thirty (30) days case of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party Person shall have the right in its sole discretion to assume conduct the defense of such Third Party Claim and to compromise or settle such Third Party Claim; provided that in no event shall the Indemnifying Person compromise or settle such Third Party Claim without the prior written consent of the Indemnified Person if (1) such compromise or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Person of a full release from all liability in respect to such Third Party Claim, (2) as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Person, (3) such compromise or settlement includes (A) any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Person or (B) any term that in any manner affects, restrains or interferes with the business of the Indemnified Person or any of its Affiliates or (4) such settlement or compromise imposes liability on the part of the Indemnified Person that is not indemnified by the Indemnifying Person hereunder; provided further that the Indemnifying Person shall reimburse the Indemnified Person for the reasonable costs of the Indemnified Person relating to such Third Party Claim and the conduct of any defense of such Third Party Claim. If the Indemnifying Person assumes the defense of any such Third Party Claim, the obligations of the Indemnifying Person under this Agreement shall include taking all steps reasonably necessary in the investigation, defense or settlement of such Third Party Claim by(including the retention of legal counsel) and holding the Indemnified Person under this Agreement harmless from and against any and all Damages caused by or arising out of any settlement approved by such Indemnifying Person or any judgment in connection with such Third Party Claim. (ii) If requested by the Indemnified Person, within (30) days the Indemnifying Person will provide to the Indemnified Person copies of all pleadings, notices, communications, documentary or other evidence with respect to such Third Party Claim, except where receipt of the Claim Notice, notifying the Indemnified Party in writing that such documents would waive any claim of privilege by the Indemnifying Party elects Person or its legal representative. (iii) The Indemnified Person is entitled to, at its own cost and expense, liaise with the Indemnifying Person in relation to assume the defense of such Third Party Claim, and upon delivery participate in, but not to determine or conduct, any defense of such notice by a Third Party Claim or settlement negotiations with respect to a Third Party Claim unless the Indemnifying PartyPerson has in its sole discretion determined to permit the Indemnified Person to defend such Third Party Claim, in which event the Indemnifying Party Person shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not to determine or conduct, any defense of a Third Party Claim or settlement negotiations with respect to such Third Party Claim. (iv) No settlement, resolution or compromise of such Third Party Claim by the Indemnified Person is determinative of the existence or amount of any Damages in respect of such Third Party Claim, unless the Indemnifying Person consents in writing to such settlement, resolution or compromise, which consent must not be unreasonably withheld, conditioned or delayed, and shall be deemed to have been given by the Indemnifying Person to the Indemnified Person unless the Indemnifying Person notifies the Indemnified Person in writing within ten (10) Business Days of a request by the Indemnified Person that it does not give its consent. In addition, notwithstanding anything else to the contrary, the Indemnifying Person shall not settle or compromise any Third Party Claim in respect of Taxes without the prior written consent of the relevant Indemnified Person, not to be unreasonably withheld, conditioned or delayed. (v) Notwithstanding anything contained herein to the contrary, the Indemnifying Person shall not be entitled to control, any and, subject to the proviso in this clause (v) of Section 11.4(b), the Indemnified Person shall be entitled to have control over, the defense or settlement of any Third Party Claim assumed by if any of the following conditions are not satisfied: (1) the Indemnifying Person shall acknowledge in writing that it shall be fully responsible, subject to this Article XII and all of its limitations, for all Damages relating to such Third Party pursuant to Section 4.2(b).Claim; (d2) In the event Indemnifying Person must diligently defend such Third Party Claim; (3) the Indemnifying Person must furnish the Indemnified Person with evidence that the financial resources of a the Indemnifying Person, in the Indemnified Person’s reasonable judgment, are and will be sufficient (when considering Damages in respect of all other outstanding claims) to satisfy any Damages relating to such Third Party Claim; (4) such Third Party Claim shall not involve criminal actions or allegations of criminal conduct by the Indemnified Person, and shall not involve claims for which specific performance or other equitable relief; and (5) there does not exist, in the Indemnified Person’s good faith judgment, based on the advice of outside legal counsel, a conflict of interest which, under applicable principles of legal ethics, could reasonably be expected to prohibit a single legal counsel from representing both the Indemnified Person and the Indemnifying Person in such Third Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying PartyClaim; provided, that, in such event, the Indemnifying Person shall not be required to indemnify the Indemnified Person for or in respect of any Third Party Claim if such settlement Third Party Claim is paid, settled or compromise shall be permitted hereunder only with compromised without the prior written consent of the Indemnifying Party, Person (which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Third Party Claims. (a) If any third party shall notify any an Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which and such Indemnified Party believes such claim would give rise to a claim for indemnification against the Indemnifying Party under this Article IVVII, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party shall have been prejudiced by such failure. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim at the its own expense and by its own counsel by, within promptly but no later than thirty (30) days of after receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, provided that, (i) any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnified PartyParty which consent shall not be unreasonably withheld or delayed, and (ii) and the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of such defense on a regular basis. (c) If requested by the Indemnifying Party, the Indemnified Party shallshall have the right to elect to, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party ClaimClaim for which indemnity is sought under this Agreement, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement (except for its consent required under Section 7.02(b) above) of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b7.02(b). . (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 thirty (30) days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, provided that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any notifies an Indemnified Party in writing with respect to any matter involving a claim by such third party (a “"Third Party Claim”") which such Indemnified Party believes would may give rise to a any claim for indemnification against the Indemnifying Party under this Article IVSection 6, then the Indemnified Party shall will promptly give written notice to the Indemnifying Party; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation under this Section 6, except to the extent such delay actually prejudices the Indemnifying Party. (b) The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) notify the Indemnifying Party thereof in writing gives written notice to the Indemnified Party of its assumption of control and defense of the Third Party Claim within thirty fifteen (3015) days of receipt of after the Indemnified Party has given notice of such claim and the Third Party Claim to the Indemnifying Party, (ii) transmit the Third Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement action, and (iii) the Indemnifying Party a written notice (“conducts the defense of the Third Party Claim Notice”) describing actively and diligently. The Indemnified Party may retain separate co-counsel at its own cost and expense and participate in reasonable detail the nature defense of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim. Otherwise, the Indemnifying Party shall have will be entitled to participate, at its sole expense, in the right defense of any Third Party Claim. Notwithstanding anything to assume the contrary contained herein, assumption of the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice hereunder by the Indemnifying Party, the Indemnifying Party shall have not constitute a presumption or omission with respect to whether the right Losses related to fully control and settle such Third Party Claim are, in fact, subject to indemnification hereunder. (c) The Indemnifying Party will not consent to the proceeding, provided, that, entry of any such judgment or enter into any compromise or settlement or compromise shall be permitted hereunder only with respect to the Third Party Claim without the prior written consent of the Indemnified Party. Party unless such judgment, compromise or settlement (ci) If requested provides for the payment by the Indemnifying PartyParty of money as sole relief for the claimant, (ii) results in the full and general release of the Indemnified Party shallParties from all liabilities arising or relating to, at the sole cost and expense of the Indemnifying Partyor in connection with, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim and (iii) involves no finding or admission of any cross complaint violation of legal requirements or the rights of any Person and no effect on any other claims that may be made against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)Party. (d) In The Indemnified Party may not consent to the event entry of any judgment or enter into any compromise or settlement with respect to a Third Party Claim for with respect to which indemnification is being sought hereunder without the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume the control and defense of a Third Party Claim under Section 6.3(a), the Indemnified Party may defend such Third Party Claim and seek indemnification hereunder from the Indemnifying Party for any Losses associated therewith. (e) The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use reasonable efforts to keep the other reasonably apprised of the status of the defense of any Third Party Claim and to cooperate in good faith with each other with respect to the defense of any such matter. (f) Each of UCB and Buyer hereby consents to the non-exclusive jurisdiction of any court in which consent shall not any Third Party Claim may be unreasonably withheld or delayedbrought against any Indemnified Party for purposes of any claim which such Indemnified Party may have against such Party pursuant to this Agreement in connection with such Third Party Claim.

Third Party Claims. (a) If any third party 10.1 Nothing in this clause shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against prevent or restrict the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature right of the Third Municipality or the Private Party Claimto seek any interdict or similar relief, a copy any decree or specific performance or any other discretionary remedies of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreementcourt. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) 10.2 In the event of either Party incurring a Third Party Claim third party claim (third party claim) for which the Indemnifying other Party elects not has indemnified it then such Party shall notify the other Party thereof within a period of ten (10) Business Days of that Party becoming aware of such claim. 10.3 Either Party will provide the other Party with all reasonable co-operation and assistance in relation to assume the defense or fails third party claim. 10.4 Subject to make such an election within the 30 days terms of the Claim Noticeany Project Insurances, the Indemnified Private Party mayshall be entitled to dispute any such third party claim, at its optionown cost and risk, defend, settle, compromise or pay such action or claim at in the expense name of the Indemnifying Municipality, subject to the Private Party: 10.4.1 exercising due care in defending a third party claim so as not to bring the name of the Municipality into disrepute; 10.4.2 keeping the Municipality fully informed of the conduct of such third party claim; provided, that, any such settlement or compromise shall be permitted hereunder only with and 10.4.3 obtaining the written consent approval of the Indemnifying Party, Municipality (which consent shall not be unreasonably withheld or delayed) prior to settling any third-party claim. 10.5 Should the Private Party fail to exercise its right in terms of this clause 10 to dispute any third party claim in the name of the Municipality, the Private Party shall notify the Municipality within a reasonable period of its decision to pay and/or settle any such third party claim, pursuant to which the Municipality shall have an election, on written notice to the Private Party to take over any third party claim against its release of the Private Party from liability under the indemnity in respect of such claim. 10.6 Where the Municipality fails to provide the Private Party with written notice of its decision to take over a third party claim within ten (10) Business Days of the receipt of the notice by the Private Party referred to in clause 10.5, the Municipality shall be deemed to have repudiated any right under clause 10.5 to take over the third party claim and the Private Party shall be required to pay and/or settle such third party claim in a manner that does not result in any breach of its obligations under this PPP Agreement. 10.7 In the event that the Municipality has received an indemnifying amount from the Private Party and subsequently recovers (in a separate action) a sum arising from the third party claim to which the indemnifying amount relates, to the extent that the aggregate sum recovered by the Municipality exceeds the indemnified amount of the loss sustained by the Municipality (the excess), the Municipality shall make payment to the Private Party of the excess up until an amount equal to the indemnifying amount. 10.8 The Private Party’s liability under clause 10 in respect of third-party claims shall: 10.8.1 in respect of any claim arising during the Service Period out of an event for which the Private Party is insured under the Project Insurances, be limited to the extent that the Private Party is indemnified under the Project Insurances; provided that, where the claim exceeds the maximum amount for which the Private Party is indemnified under the Project Insurances, the liability of the Private Party will be limited to such maximum amount plus R500 000 (five hundred thousand Rand) indexed to CPI, and provided further that where the Private Party has not insured itself against that event under the Project Insurances, then, the Private Party’s liability shall be limited to the maximum sum which would have applied under the Project Insurance had the Private Party so insured plus R500 000.00 (five hundred thousand Rand) (indexed to CPI); and 10.8.2 in respect of any claim arising during the Service Period out of an event for which the Private Party is not required in terms of this PPP Agreement to be insured under the Project Insurances, be limited to an amount of R1 000 000.00 (one million Rand), indexed to CPI. 10.9 Any combination of events, circumstances or matters that is, for the purposes of a claim under the Project Insurances, treated as a single claim (or, where there is no Project Insurance in respect of the relevant events, circumstances or matters, would, for the purposes of a claim under the Project Insurances be so treated, if the events, circumstances or matters were insured against under the Project Insurances) shall, for the purposes of clauses 10.8.1 and 10.8.2, be treated as a single claim.

Third Party Claims. (a) If The obligations of any third indemnifying Party to indemnify any indemnified party shall notify any Indemnified Party in writing under this Article XIII with respect to any matter involving a claim Buyer Damages or Seller Damages, as the case may be, resulting from the assertion of liability by such third party parties, including liabilities related to Section 1.8(c)(xi) (a “Third Party Claim”), will be subject to the following terms and conditions: (a) Any Party against whom any Third Party Claim is asserted will give the Party which such Indemnified Party believes would give rise may be required to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of provide indemnity hereunder written notice of any such claim and (ii) transmit to the Indemnifying Third Party a written notice (“Claim Notice”) describing in reasonable detail the nature promptly after learning of the such Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis indemnifying Party may at its option undertake the defense thereof by representatives of its own choosing. Failure to give prompt notice of a Third Party Claim hereunder shall not affect the Indemnified Partyindemnifying party’s request for indemnification obligations under this Agreement. (b) Upon receipt Article XIII, except to the extent that the indemnifying party is actually prejudiced by such failure to give prompt notice. If the indemnifying party, within 30 days after notice of a Claim Notice with respect to a any such Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects fails to assume the defense of such Third Party Claim, and the indemnified party against whom such claim has been made will (upon delivery of such further notice by to the Indemnifying Party, the Indemnifying Party shall indemnifying party) have the right to fully control undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk, and at the expense, of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such Third Party Claim at any time prior to settlement, compromise or final determination thereof. (b) Notwithstanding anything in this Section 13.4 to the contrary, (i) the indemnified party shall not settle a claim for which it is indemnified without the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Partyindemnifying party, which consent shall not be unreasonably withheld withheld, conditioned or delayed, and (ii) the indemnifying party shall not enter into any settlement or compromise of any action, suit or proceeding or consent to the entry of any judgment for other than monetary damages to be borne by the indemnifying party without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed.

Third Party Claims. In order for Seller or Buyer, as the case may be (the "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 any person, firm, governmental authority or corporation against the Indemnified Party (a "Third Party Claim"), such Indemnified Party must notify the indemnifying party in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of the Third Party Claim unless the indemnifying party shall have previously received knowledge thereof, but the failure to so notify the indemnifying party shall not relieve it of any liability that it may have to any Indemnified Party except to the extent the indemnifying party demonstrates that it is materially prejudiced thereby. Thereafter, the -58- 60 Indemnified Party shall deliver to the indemnifying party, within a reasonable time after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Claim is made against an Indemnified Party believes would give rise Party, the indemnifying party will be entitled to a claim for indemnification against participate in the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any)defense thereof, and if it so chooses, to assume the basis defense thereof with counsel selected by the indemnifying party. Should the indemnifying party so elect to assume the defense of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying 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, other than reasonable costs of investigation. If the indemnifying party elects to so assume the defense of a Third Party Claim, the Indemnified Party (i) will cooperate in all reasonable respects with the indemnifying party in connection with such defense, (ii) will 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 (iii) will agree to any settlement, compromise, or discharge of a Third Party Claim which the indemnifying party may recommend if (y) the sole relief provided against the Indemnified Party is monetary damages which are paid by the indemnifying party and the Indemnified Party is completely released in connection with such Third Party Claim, and (z) such settlement, compromise or discharge involves no finding or admission of any violation of law or of the rights of any person or of any breach of any agreement by the Indemnified Party; (b) In the event the indemnifying party shall have the right to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the indemnifying party does not assume the defense of any such Third Party Claim bywithin a reasonable time under the circumstances, within the Indemnified Party may defend the same in such manner as it may deem appropriate, including, but not limited to settling such claim or litigation after giving notice of same to the indemnifying party on such terms as the Indemnified Party may deem appropriate, and the indemnifying party will promptly reimburse the Indemnified Party in accordance with the provisions of this Paragraph 9.5; and (30c) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such Indemnified Party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such action, but the indemnifying party shall be entitled to participate therein (with control remaining with the Indemnified Party) and shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld). Any claim for indemnification made by a party hereto shall be made by written notice which notice shall specify in reasonable detail the nature and any particulars of the event, omission or occurrence giving rise to a right of indemnification. Indemnifying Party shall have fifteen (15) days of following its receipt of the Claim Notice, notifying such notice to indicate to the Indemnified Party in writing that the Indemnifying Party elects its willingness to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right so indemnify or its intention to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including contest the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)such claim for indemnification. (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. In the event that either Seller or Purchaser (aan “Indemnified Party”) If desires to make a claim against the other party (an “Indemnifying Party”) under Section 5.1(a) or (b) above in connection with any action, suit, proceeding or demand at any time instituted against or made upon the Indemnified Party by any third party shall notify any for which the Indemnified Party in writing with respect to any matter involving a claim by such third party may seek indemnification hereunder (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV), then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), Claim and the basis of the Indemnified Party’s request for claim of indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the thereto. The Indemnifying Party shall have twenty (20) days after receipt of such notice to notify the right Indemnified Party if it has elected to assume the defense of any such Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that Claim. If the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall be entitled at its own expense to conduct and control the defense and settlement of such Third Party Claim through counsel of its own choosing, which counsel shall have no conflict of interest and otherwise be reasonably acceptable to the right to fully control and Indemnified Party; provided that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense. The Indemnifying Party shall not settle any Third Party Claim without the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnified Party. (c) If requested by the Indemnifying PartyParty which shall not be unreasonably withheld or delayed; provided, however, that if the Indemnified Party shall, at withholds consent to a proposed settlement and such proposed settlement does not require any payment by the sole cost and expense of Indemnified Party or any other action or forbearance by the Indemnifying Indemnified Party, cooperate with then the Indemnifying Party and shall be relieved of its counsel in contesting any obligation to indemnify for the Loss pertaining to such Third Party Claim which Claim. If the Indemnifying Party elects fails to contest, including notify the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have within twenty (20) days after receipt of the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event Indemnified Party’s notice of a Third Party Claim for which that the Indemnifying Party elects not will assume the defense of the Third Party Claim, the Indemnified Party shall be entitled to assume the defense or fails to make of such an election within the 30 days of the Third Party Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, provided that if the Indemnified Party settles any such settlement or compromise shall be permitted hereunder only with the written consent of Third Party Claim without the Indemnifying Party, which ’s written consent the Indemnifying Party shall not be unreasonably withheld or delayedrelieved of its obligation to indemnify for such Loss (other than for costs of defense up to the date of such settlement).

Third Party Claims. (a) If any Indemnity Claim is based on any claim, demand, suit or action of any third party shall notify any Indemnified Party in writing with respect against the party seeking to any matter involving a claim by such third party be indemnified or the Assets (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV), then the Indemnified Party shall promptly (i) notify party seeking to be indemnified, at the Indemnifying Party thereof in writing within thirty (30) days time it gives the other party the Notice of receipt of notice of Claim with respect to such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement.shall: (bi) Upon receipt of a Claim Notice with respect Offer to a Third Party Claim, the Indemnifying Party shall indemnifying party the option to have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to indemnifying party assume the defense of such Third Party Claim, and upon delivery of such notice which option shall be exercised by the Indemnifying Party, indemnifying party (if the Indemnifying Party shall have indemnifying party elects to exercise) by written notice to the right party seeking to fully control and settle be indemnified within fifteen (15) days after the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the indemnifying party receives written consent notice of the Indemnified Party. (c) Third Party Claim. If requested by the Indemnifying Partyindemnifying party exercises such option, then the Indemnified Party indemnifying party shall, at its own expense, assume the sole cost and expense defense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any such Third Party Claim, other than any privileged communications between shall upon the Indemnifying final determination thereof fully discharge at its own expense all liability of the party seeking to be indemnified with respect to such Third Party and its counselClaim, and shall be entitled, in its sole discretion and at its sole expense but without any liability of the indemnified party therefore, to compromise or settle such Third Party Claim upon terms acceptable to the indemnifying party. From the time the indemnifying party so assumes such defense and while such defense is pursued diligently and in good faith, the indemnifying party shall have no further liability for attorneys’ fees or other costs of defense thereafter incurred by the indemnified party in connection with such Third Party Claim. Notwithstanding anything in this Section to the contrary, (a) if there is a reasonable probability that a Third Party Claim may materially and adversely affect the indemnified party, other than as a result of money damages or other money payments, the indemnified party shall have the right, at the cost and expenseexpense of the indemnifying party, to retain separate co-counsel defend, compromise or settle such Third Party Claim and participate in(b) the indemnifying party shall not, but not controlwithout the indemnified party’s written consent, any defense settle or settlement of compromise any Third Party Claim assumed or consent to entry of any judgment in respect thereof unless such settlement, compromise or consent includes as an unconditional term thereof providing for the giving by the Indemnifying claimant or the plaintiff to the indemnified party and all affiliates of the indemnified party a release from all liability in respect of such Third Party pursuant to Section 4.2(b).Claim; or (dii) In the event the indemnifying party does not undertake the defense of a such Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Noticetime period set forth in Section 8.3(b)(i) above, the Indemnified Party may, at its option, defend, settleparty seeking to be indemnified shall have the right to undertake the defense, compromise or pay settlement of such action or claim at on behalf of and for the expense account and risk of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent indemnifying party. (iii) The provisions of the Indemnifying Party, which consent this Section 8.3 of this Agreement shall not be unreasonably withheld enforced or delayedconstrued so as to invalidate or impair the protection afforded by any insurance policy maintained by either Purchaser or Seller.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the The Indemnifying Party under this Article IVshall have the right, then but not the obligation, exercisable by written notice to the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of Claim Notice from the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice Party with respect to a Third Party Claim, to assume the conduct and control, at the expense of the Indemnifying Party and through counsel of its choosing that is reasonably acceptable to the Indemnified Party, of such Third Party Claim; provided, however, that the Indemnifying Party shall have the right not be entitled to assume the defense or maintain control of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party ClaimClaim and shall pay the fees and expenses of counsel retained by the Indemnified 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 upon delivery the Indemnified Party in the conduct of such notice by the Indemnifying Partydefense or (iv) after assuming control of such defense, the Indemnifying Party shall have withdraws from such defense or fails to diligently pursue and maintain such defense. (b) If the right to fully control and Indemnifying Party is controlling the defense of a Third Party Claim, the Indemnifying Party may compromise or settle the proceeding, such Third Party Claim; provided, thathowever, that the Indemnifying Party shall give the Indemnified Party advance written notice of any such proposed compromise or settlement or compromise and shall be permitted hereunder only with not, without the prior written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, consent to or delayedenter 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, Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. 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. (c) Subject to Section 12.4(a), the Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of any such Third Party Claim through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel shall be borne by the Indemnified Party. If the Indemnifying Party elects not to, or is not permitted to pursuant to Section 12.4(a), control or conduct the defense of a Third Party Claim, the Indemnifying Party nevertheless shall have the right to participate in the defense of any Third Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. (d) The parties shall cooperate in the defense of any Third Party Claim, with such cooperation to include (i) the retention and the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim and (ii) reasonable access to employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder.

Third Party Claims. (a) If any third party shall notify any Promptly after receipt by the Indemnified Party in writing with respect to of any matter involving a claim by such third party notice of the commencement of any Proceeding against it (a the “Third Party Claim”) which such ), the Indemnified Party believes would give rise shall, if it plans to make a claim for indemnification Claim against the Indemnifying Party under this Article IVin connection with such Proceeding, then deliver a Claim Notice (in accordance with the Indemnified Party shall promptly (iprovisions of Section 8.6.1) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy commencement of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this AgreementProceeding. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the The Indemnifying Party shall have the right to assume the defense (at its expense) of any Third Party Claim by, within (30) days through a counsel of receipt of the Claim Notice, its own choosing by so notifying the Indemnified Party in writing that Party. If the Indemnifying Party elects to assume the defense of assumes such Third Party Claim, and upon delivery of such notice by the Indemnifying Partydefense, the Indemnifying Indemnified Party shall have the right to fully participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall control and settle such defense. If the proceedingIndemnifying Party chooses to assume the defense of a Third Party Claim, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If Party shall cooperate in the defense thereof, which cooperation shall include, to the extent reasonably requested by the Indemnifying Party, the Indemnified Party shallretention, at and the sole cost and expense of provision to the Indemnifying Party, cooperate with the Indemnifying Party of records and its counsel in contesting any Third Party Claim which the Indemnifying Party elects information reasonably relevant to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any such Third Party Claim, other than and, with respect to the Buyer, making employees of the Group Companies available on a mutually convenient basis to provide additional information and explanation of any privileged communications between materials provided hereunder. The Indemnifying Party shall not be liable under this SECTION 8 for any settlement, compromise or discharge effected without its consent in respect of any Claim for which indemnity may be sought hereunder. (c) If the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, chooses not to retain separate co-counsel and participate in, but not control, any assume the defense or settlement of any a Third Party Claim assumed by Claim, the Indemnifying Indemnified Party pursuant to Section 4.2(b). (d) In the event of a shall not settle such Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted has liability hereunder only with without first obtaining the written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld or delayed). The obligation of the Indemnifying Party to pay the Indemnified Party the amount awarded under a Third Party Claim shall arise only upon (i) a final decision, judgment or award having been rendered by a Governmental Body or other arbitrator or tribunal with competent jurisdiction and the expiration of the time in which appeal therefrom has elapsed, with respect to such Third Party Claim, (ii) a binding settlement agreement concerning the Third Party Claim having been approved by the Indemnifying Party as provided herein and duly executed by the parties thereto, or (iii) the Indemnifying Party and the Indemnified Party having arrived at a mutually binding agreement with respect to the payment of such Third Party Claim.

Third Party Claims. (a) If any third party shall notify notifies any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (ai) If any third party shall notify any In the event that the Indemnified Party in writing receives notice or otherwise learns of the assertion by a Person other than a Purchaser Indemnitee or Seller Indemnitee of any claim, suit, audit or other proceeding (including any Tax Contest) with respect to any matter involving a claim by such third party which the Indemnifying Party may be liable under Article 3, Article 4, Article 8 or Article 9 (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV), then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit will provide a Claim Notice to the Indemnifying Party a written notice as soon as practicable but in no event later than 20 Business Days thereafter. Such Claim Notice will be accompanied by reasonable supporting documentation submitted by such third party (“Claim Notice”to the extent then in the possession of the Indemnified Party) describing and will describe in reasonable detail the nature facts constituting the basis for such claim, suit, audit or proceeding and the amount of the Third claimed damages (in each case to the extent known or reasonably ascertainable by the Indemnified Party); provided, however, that no delay or deficiency on the part of the Indemnified Party Claimin so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability hereunder except to the extent the Indemnifying Party’s ability to remedy, a copy of all papers served contest, defend or settle with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this AgreementThird Party Claim is actually prejudiced thereby. (bii) Upon Within 30 days after receipt of a Claim Notice with respect such notification pursuant to a Third Party ClaimSection 8.3(d)(i), the Indemnifying Party shall have the right may, upon written notice to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by , assume control of the Indemnifying defence of such claim, suit, audit or proceeding with counsel reasonably satisfactory to the Indemnified Party, the Indemnified Party shall, strictly at the sole cost and expense of the Indemnifying Party, cooperate with . If the Indemnifying Party does not so assume control of such defence, the Indemnified Party will control such defence. All recovery of any attorney fees, court costs and similar expenses as a result of any such claim, audit or proceeding shall belong solely to the party controlling such defence. (iii) The party not controlling such defence (the “Non-controlling Party”) may participate therein at its counsel own expense, subject to any limitations that are reasonably required to preserve any applicable privilege or third party confidentiality obligation. The party controlling such defence (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence and shall take all steps reasonably necessary in contesting any the defence of such Third Party Claim Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such claim, suit, audit or proceeding and the defence thereof (subject to any limitations that are reasonably required to preserve any applicable privilege or third party confidentiality obligation) 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 claim, suit, audit 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 assist the Controlling Party in the defence of such claim, suit, audit or proceeding. (iv) The Indemnifying Party will not agree (or allow any Affiliate to agree) to any settlement of, or the entry of any judgment arising from, any such claim, suit, audit or proceeding without the prior written consent of the Indemnified Party, which will not be unreasonably withheld, delayed or conditioned; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party elects agrees in writing to contestpay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a full, including complete and unconditional release of the making of any related counterclaim against the person asserting the Third Indemnified Party Claim or any cross complaint against any personfrom further Liability with respect to such claim. The Indemnified Party shall have the right will not agree (or allow any Affiliate to receive copies of all pleadings, notices and communications with respect agree) to any Third Party Claimsettlement of, other than any privileged communications between or the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement entry of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, thatjudgment arising from, any such settlement claim, suit, audit or compromise shall be permitted hereunder only with proceeding without the prior written consent of the Indemnifying Party, which consent shall will not be unreasonably withheld withheld, delayed or delayedconditioned; provided that the Indemnifying Party shall not encumber any of the material assets of any Indemnified Party or agree to any restriction or condition that would apply to or materially adversely affect any Indemnified Party or the conduct of any Indemnified Party’s business; provided further that, notwithstanding anything to the contrary in this Section 8.3(d), the Seller shall not agree to any settlement or other disposition of, or the entry of any judgment arising from, any Tax Contest without the prior written consent of the Purchaser (which will not be unreasonably withheld, delayed or conditioned) if such settlement or disposition could reasonably be expected to increase the amount of Taxes (other than Excluded Taxes) imposed on the Purchaser or the amount of Transfer Taxes or VAT.

Third Party Claims. (a) If any third All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party shall notify any claim against an Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise shall be made in accordance with the following procedures. A Person entitled to a claim for indemnification against the Indemnifying Party under this Article IV, then the VI (an “Indemnified Party Party”) shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit give prompt written notification to the Indemnifying Party (a written notice (“Third Party Claim Notice”) describing in reasonable detail the nature of the Third Party Claimcommencement of any action, suit or proceeding relating to a copy third party claim for which indemnification may be sought or, if earlier, upon the assertion of all papers served with respect to any such claim (if any)by a third party in any written claim or demand; provided, and that the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect failure to timely deliver a Third Party ClaimClaim Notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party shall have been actually and materially prejudiced by such failure. For purposes of this Agreement, the right term “Indemnifying Party” means (i) in the case of a claim for indemnification by the Buyer, the Company and (ii) in the case of a claim for indemnification by the Company, the Buyer. Within ten (10) Business Days after delivery of such Third Party Claim Notice, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of with counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnifying Party shall not be entitled to defend any Third Party Claim by, within (30a) days of receipt that seeks remedies other than money damages without the written agreement of the Claim NoticeIndemnified Party, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the or if defense of such Third Party ClaimClaim could reasonably be expected to adversely affect the Indemnified Party or its Affiliates, and upon delivery other than as a result of such notice by the Indemnifying Partymonetary damages for which it would be entitled to relief under this Agreement, (b) involving criminal actions or allegations of criminal conduct, or claims reasonably expected to result in claims for specific performance, injunction or other equitable or non-monetary relief, (c) unless the Indemnifying Party shall have conducts the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent defense of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim in a commercially reasonable and diligent manner, or any cross complaint against any person(d) that relates to Taxes or is brought by a Governmental Entity. The If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to receive copies of all pleadingsparticipate in the defense thereof and to employ counsel separate from the counsel employed by the Indemnifying party, notices and communications with respect to any Third Party Claimit being understood, other than any privileged communications between however, that the Indemnifying Party and its counselshall control such defense, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim shall not be entitled to indemnification for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless incurred at the expense request of the Indemnifying Party; provided, that, any such settlement or compromise subject to the limitations in this Article VI, the Indemnified Party shall be permitted hereunder only entitled to indemnification for the fees and expenses of counsel employed by the Indemnified Party for any period following the ten (10) Business Day period referenced above during which the Indemnifying Party has not assumed the defense thereof (or otherwise has not conducted such defense actively and diligently). If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense at the Indemnifying Party’s sole expense (to the extent indemnifiable under this Article VI and subject to the limitations contained herein) and the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be considered “Damages” for purposes of this Agreement. In no event shall the Indemnifying Party be responsible for the fees and expenses of more than one (1) counsel for the Indemnified Party (in addition to one (1) local counsel). 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 in good faith 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. Except with the prior written consent of the Indemnified Party, which consent may be withheld in the Indemnified Party’s sole discretion, the Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim that (i) does not include a complete release of the Indemnified Party from all liability with respect thereto, (ii) imposes any liability or obligation on the Indemnified Party, (iii) would impose a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or (iv) would result in a finding or admission of a violation of Law by the Indemnified Party that would have an adverse effect on the Indemnified Party. For the avoidance of doubt, the Indemnifying Party may agree to any settlement that satisfies clauses (i) through (iv) of the preceding sentence without the Indemnified Party’s consent. The amount of any Third Party Claim resolved pursuant to this Section 6.3(a) shall, to the extent indemnifiable under this Article VI and subject to the limitations contained herein, be unreasonably withheld or delayedpayable by the Indemnifying Party to the Indemnified Party by wire transfer of immediately available funds.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against Following the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice provided by a Purchaser Indemnified Party pursuant to Section 8.3 of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the any Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Seller Indemnifying Party shall have the right to assume defend such claim, at such Seller Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to the defense of any Third Party Claim by, within (30) days of receipt of Purchaser Indemnified Party. If the Claim Notice, notifying the Indemnified Party in writing that the Seller Indemnifying Party elects to assume assumes the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Partyclaim, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Purchaser Indemnified Party shall, at the sole cost and expense request of the Seller Indemnifying Party, use commercially reasonable efforts to cooperate with in such defense; provided, that the Seller Indemnifying Party shall bear the Purchaser Indemnified Party’s reasonable out-of-pocket costs and its counsel expenses incurred in contesting any Third Party Claim which connection with such cooperation. So long as the Seller Indemnifying Party elects to contestis conducting the defense of such claim as provided in this Section 8.5, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Purchaser Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to may retain separate co-counsel at its expense and may participate in, but not control, any the defense or settlement of such claim, and the Seller Indemnifying Party shall not consent to the entry of any Third Party Claim assumed by Order or enter into any settlement with respect to such claim without the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Purchaser Indemnified Party unless such Order or settlement (A) provides for the payment by the Seller Indemnifying PartyParty of money as sole relief (if any) for the claimant (other than customary and reasonable confidentiality and similar obligations relating to such claim, which consent Order or settlement), (B) results in the full and general release of the Purchaser Indemnified Party from all liabilities arising out of, relating to or in connection with such claim, and (C) does not involve a finding or admission of any violation of any law, rule, regulation or Order, or the rights of any Person. In the event the Seller Indemnifying Party does not or ceases to conduct the defense of such Third Party Claim as so provided, (i) the Purchaser Indemnified Party may defend against such Third Party Claim, provided that it shall not consent to the entry of any Order or enter into any settlement with respect to, such claim absent the prior written consent of the Seller (not to be unreasonably withheld withheld, delayed or delayedconditioned) unless such settlement or Order does require any payment or other obligation from any Seller Indemnifying Party (it being understood that any material breach of the foregoing shall relieve the Seller Indemnifying Parties from any indemnification obligation with respect to such Third Party Claim),(ii) subject to the limitations set forth in Section 8.4, the Seller Indemnifying Party shall reimburse the Purchaser Indemnified Party promptly and periodically for the reasonable out-of-pocket costs of defending against such claim, including reasonable attorneys’ fees and expenses against reasonably detailed invoices (subject to an undertaking from the Purchaser (or an Affiliate thereof) in form and substance reasonably acceptable to the Seller to repay any such reimbursements if ultimately determined by a court of competent jurisdiction that the Purchaser Indemnified Parties were not entitled to indemnification hereunder) and (iii) the Seller Indemnifying Party shall remain responsible for any Losses the Purchaser Indemnified Party may suffer as a result of such claim to the full extent provided in this Section 8.

Third Party Claims. (a) If any Claim or assertion of liability is made or asserted by a third party shall notify any against the Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) of which such indemnification has been provided for hereunder, the Indemnified Party believes would shall, with reasonable promptness, but not later than 30 days following such assertion, give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then written notice of such claim or assertion of liability and request the Indemnified Indemnifying Party shall promptly (i) to defend same. Failure to so notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to shall not relieve the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail of any liability which the nature of the Third Indemnifying Party Claim, a copy of all papers served with respect might have to such claim (if any), and the basis of the Indemnified Party, except to the extent that such failure materially prejudices the Indemnifying Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the position. The Indemnifying Party shall have the right to assume defend against such liability or assertion, in which event, the defense of any Third Indemnifying Party Claim by, within (30) days of receipt of the Claim Notice, notifying shall give written notice to the Indemnified Party in writing that the Indemnifying Party elects to assume of acceptance of the defense of such Third Party Claim, Claim and upon delivery the identity of such notice counsel selected by the Indemnifying Party. Except as set forth below, such notice to the Indemnified Party shall give the Indemnifying Party full authority to defend, adjust, compromise or settle, without any cost or expense to the Indemnified Party, such action, suit, proceeding or demand of which such notice shall have been given in the name of the Indemnified Party or otherwise as the Indemnifying Party shall elect. The Indemnifying Party shall consult with the Indemnified Party prior to any such compromise or settlement, and the Indemnified Party shall have the right to fully control and settle refuse such compromise or settlement and, at its cost, to take over such defense if the proceeding, proposed compromise or settlement would impose any obligation or burden on the Indemnified Party other than the payment of cash for which the Indemnifying Party agrees to be completely responsible; provided, thathowever, that in such event, the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the Indemnified Party against, any cost and liability in excess of such settlement compromise or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested settlement. With respect to any defense accepted by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled to employ separate counsel for such defense at its counsel in contesting any Third Party Claim which expense. In the event the Indemnifying Party elects to contest, including does not accept the making defense of any related counterclaim against indemnified Claim as provided above, the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-employ counsel and participate in, but not control, any for such defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, thatand to, in good faith with due regard to the interests of the Indemnifying Party, control all decisions regarding the handling of the defense without the consent of the Indemnifying Party, but shall not have the right to compromise or settle any such settlement action or compromise shall be permitted hereunder only consent to the entry of any judgment with respect to such action without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed, unless such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability and obligations arising out of such action. Cameron and Schlumberger agree to cooperate with the other party or a Venture Entity, as the case may be, in the defense of any actions brought by third parties, and the relevant records of each party shall be available to the other parties with respect to any such defense. None of Cameron, Schlumberger or any Venture Entity will provide assistance to the party asserting the Claim unless such assistance is required by Applicable Law.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against In the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days case of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Indemnitor may, within twenty (20) days of receipt of a Claim Notice (the “Indemnity Notice Period”), assume the defense of such Third Party Claim in which case the Indemnitor shall have the right to: (i) control and conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the claim; (ii) take all other reasonable steps or proceedings to settle or defend any such Third Party Claim; provided, that the Indemnitor shall not settle any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed, it being understood that such consent may be withheld in the Indemnified Party’s sole discretion if any such settlement does not include a complete written release of the Indemnified Party from further liability or imposes any injunctive relief or operational restrictions against such Indemnified Party); and (iii) employ counsel designated by the Indemnitor to contest any such Third Party Claim in the name of the Indemnified Party or otherwise. (b) Notwithstanding the foregoing, the Indemnitor shall not be entitled to undertake the defense of a Third Party Claim if: (i) such claim demands injunctive or other equitable relief material to the Indemnified Party; (ii) such claim involves a claim which would materially injure the Indemnified Party’s reputation, customer or supplier relations; or (iii) the Indemnitor fails diligently to defend such proceeding. (c) If the Indemnitor does not deliver to the Indemnified Party within the Indemnity Notice Period written notice that the Indemnitor shall assume the defense of any such Third Party Claim, then the Indemnified Party may defend against any such Third Party Claim by, within (30) days in any such manner as it may deem appropriate and Losses of receipt such Indemnified Party shall include the reasonable fees and disbursements of the Claim Notice, notifying counsel for the Indemnified Party as incurred. If the Indemnified Party controls the defense of any such claim, the Indemnified Party shall: (i) provide to the Indemnitor information regarding the status of the claim as the Indemnitor may reasonably request; (ii) allow the Indemnitor to participate in writing (but not control) the defense of the claim at its own expense; (iii) promptly communicate to the Indemnitor all settlement offers given or received in the proceeding; provided, however, that if the Indemnitor directs the Indemnified Party to accept any monetary settlement offer that does not impose any non-monetary obligations on the Indemnified Party, the Indemnitor agrees to be liable for such settlement, and the Indemnified Party refuses to accept such settlement offer, then the Indemnitor’s liability for such claim shall be limited to the amount of such settlement offer; (iv) obtain the prior written consent of the Indemnitor (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of the claim; and (v) reasonably cooperate with the Indemnitor in connection with such participation. (d) In the event that the Indemnifying Party elects to Indemnitor does assume the defense of such Third Party Claim, and upon delivery the Indemnitor shall: (i) provide to the Indemnified Party information regarding the status of such notice by the Indemnifying Party, claim as the Indemnifying Indemnified Party shall have may reasonably request; (ii) allow the right Indemnified Party to fully control and settle participate in (but not control) the defense of the claim at its own expense; (iii) promptly communicate to the Indemnified Party all settlement offers given or received in the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only ; and (iv) reasonably cooperate with the written consent of the Indemnified PartyParty in connection with such participation. (ce) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party parties shall have the right to receive copies of all pleadings, notices and communications use commercially reasonable efforts with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party information shared pursuant to this Section 4.2(b)9.4 to preserve attorney-client privilege. (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (ai) If any third party shall notify any Indemnified the Claiming Party in writing with respect to any matter involving seeks ------------------ indemnification from the Indemnitor as a result of a claim or demand being made by such a third party (a “"Third Party Claim”) which such Indemnified Party believes would give rise "), the Indemnitor shall have the right to a claim for indemnification against ----------------- assume the Indemnifying Party under this Article IV, then control of the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice defense and settlement of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy including, at its own expense, employment by it of all papers served with respect counsel of its own choosing so long as the Indemnitor has acknowledged in writing its obligations to such claim (if any), and indemnify the basis of Claiming Party. If the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right Indemnitor elects to assume the defense of any Third Party Claim byClaim, within (30) days the Indemnitor shall not be liable to the Claiming Party for any fees of receipt of the Claim Notice, notifying the Indemnified other counsel or any other expenses in each case subsequently incurred by such Claiming Party in writing that connection with the Indemnifying Party defense thereof, except as provided below. If the Indemnitor elects not to exercise its rights to assume the settlement or defense of the Third Party Claim, the Claiming Party may, but shall have no obligation to, defend against such Third Party Claim or legal proceeding in such manner as it may deem appropriate at the expense of the Indemnitor; provided, however, that the Claiming Party shall not settle or compromise such claim without the Indemnitor's Consent. If the Indemnitor assumes such defense, the Claiming Party will have the right to participate in the defense thereof and to employ counsel, separate from the counsel employed by the Indemnitor at its own expense, provided, however, that if the Claiming Party --------- ------- is, in the reasonable judgment of its counsel, entitled to assert a defense which conflicts with a defense of the Indemnitor or which the Indemnitor is not entitled to assert for any reason, the Indemnitor shall be liable for the fees and expenses of counsel employed by the Claiming Party for such limited purpose. The Indemnitor will be liable for the fees and expenses of counsel employed by the Claiming Party for any period (following notice of the claim from the Claiming Party pursuant to Section 10.5(b)) during which the Indemnitor has not --------------- assumed the defense of a Third Party Claim whether or not the Indemnitor ultimately chooses to defend any such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only . In connection with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, the defense of which has been assumed by the Indemnitor hereby, the Indemnitor agrees to keep the Indemnitee reasonably informed of the status thereof at all stages including providing to the Indemnitee copies of all pleadings and other than any privileged communications between material papers and correspondence in connection with such Third Party Claim. (ii) Notwithstanding the Indemnifying Party and its counselpreceding paragraph, and Standard Pacific shall be entitledassume immediately prior to the Closing Date the control of the defense of all Legal Proceedings listed on Schedule 3.15 of the Disclosure Schedule, at its sole cost ------------- own expense and expense, to retain separate co-with counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)its own choosing. (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, by notifying the Indemnified Party in writing within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing Notice that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 thirty (30) days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, provided that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any an Indemnified Party in writing with respect to shall receive notice of any matter involving a claim by such third party Proceeding, audit, claim, demand or assessment (each, a “Third Party Claim”) against it which such Indemnified Party believes would may give rise to a claim for indemnification against the Indemnifying Party Loss under this Article IVVIII, then the Indemnified Party shall promptly (i) notify give the Indemnifying Party thereof in writing within thirty (30) days of receipt of prompt written notice of such claim and (ii) transmit to the Indemnifying Third Party a written notice (“Claim Notice”) describing stating in reasonable detail the nature amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The Indemnifying Party shall be entitled to control the defense of such Third Party Claim through counsel of its choice at its own expense provided that the Indemnifying Party acknowledges its responsibility to indemnify the Indemnified Party for such Third Party Claim. If the Indemnifying Party so undertakes any such defense against a Third Party Claim, a copy of the Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all papers served with respect to such claim (if any)witnesses, pertinent records, materials and the basis of information in the Indemnified Party’s request possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party does not undertake the defense of any such claim or proceeding, the Indemnified Party shall not pay, or permit to be paid, any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment, such consent not to be unreasonably withheld, or unless the Indemnifying Party withdraws from the defense of such Third Party Claim Liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a such Third Party Claim. If the Indemnifying Party assumes the defense of any such claims or proceeding pursuant to this Section 8.6, the Indemnifying Party shall have the right power and authority to assume settle or consent to the defense entry of any Third Party Claim by, within (30) days judgment in respect of receipt such claim or proceeding without the consent of the Claim Notice, notifying the Indemnified Party if the judgment or settlement results only in writing that the payment by the Indemnifying Party elects to assume of money damages and includes a release of the defense of such Third Indemnified Party Claimfrom any and all liability thereunder, and upon delivery of such notice by the Indemnifying Partyand, in all other events, the Indemnifying Party shall have not consent to the right to fully control and settle entry of judgment or enter into any settlement in respect of a Third-Party Claim without the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed.

Third Party Claims. (ai) If any third party shall notify any Indemnified Party in writing with With respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the negotiation, settlement or defense of any the Third Party Claim byand, within (30) days of receipt of in such event, the Claim Notice, notifying Indemnifying Party shall reimburse the Indemnified Party in writing that for all of the Indemnified Party's out-of-pocket expenses as a result of such participation or assumption. If the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Partycontrol, the Indemnifying Indemnified Party shall have the right to fully control and settle participate in the proceedingnegotiation, provided, that, any such settlement or compromise defense of such Third Party Claim at its own expense and shall have the right to disagree on reasonable grounds with the selection and retention of legal counsel, in which case legal counsel satisfactory to both the Indemnifying Party and the Indemnified Party shall be permitted hereunder only with retained by the written consent of the Indemnified Indemnifying Party. (cii) If requested the Indemnifying Party, having elected to assume control as contemplated in Section 8.4(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, at forthwith after receipt of the sole cost and expense of difference from the Third Party, pay such difference to the Indemnifying Party. (iv) Except in the circumstances contemplated by Section 8.4(b)(ii), cooperate with whether or not the Indemnifying Party and its counsel in contesting any Third Party Claim which assumes control of the Indemnifying Party elects to contestnegotiation, including the making settlement or defense of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defendshall not negotiate, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only Third Party Claim except with the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld delayed or delayedwithheld). (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 it becomes available) and shall each designate a senior officer who will keep himself/herself informed about and be prepared to discuss 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. (a) a. If a Claim is made against the Purchaser Indemnified Party by any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such or if the Purchaser Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of receives notice of such any potential claim and (ii) transmit that would be expected to the Indemnifying Party a written notice (“Claim Notice”) describing result in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, and in respect of which the Purchaser Indemnified Parties may make a claim for indemnification, in accordance with the terms of this Agreement, against the Indemnifying Party, then the Purchaser Indemnified Party shall notify the Indemnifying Party of such Third Party Claim in writing within 15 (Fifteen) days (“Third Party Claim Notice”). Notwithstanding the foregoing, if the Third Party Claim Notice is not delivered within the abovementioned time period, the Indemnifying Party shall have not be relieved of its indemnity obligations, except and only to the right extent the Losses are increased due to such delay. b. Upon receipt of the Third Party Claim Notice, the Indemnifying Party shall be entitled to assume defence of such Third Party Claim, provided it notifies to the Purchaser Indemnified Party within 15 (Fifteen) days of the receipt of the Third Party Claim Notice that it would assume defence of the Third Party Claim and such notice also confirms that it shall keep the Purchaser Indemnified Party(ies) appropriately informed of matters pertaining to such actions and consult the Purchaser Indemnified Party(ies) in good faith with respect to the conduct of such defence. Upon assuming the defence of the Third Party Claim as aforesaid, the Indemnifying Party shall be entitled take such action, at its own cost and expense with respect to such Third Party Claim, in such manner as they deem fit, provided that it shall not consent to entry of any judgment or enter into any settlement without the prior written approval of the Purchaser Indemnified Party, unless any such judgment or settlement discharges the Purchaser Indemnified Party from all liabilities and/ or obligations. The Indemnifying Parties shall not be entitled to assume or maintain control of the defense of any Third Party Claim by, within (30) days of receipt and shall pay the reasonable fees and expenses of the counsel retained by the relevant Purchaser Indemnified Persons if (i) the Third Party Claim Noticerelates to or arises in connection with any criminal proceeding, notifying action, indictment, allegation or investigation, (ii) the relevant Purchaser Indemnified Persons reasonably believes that an adverse determination with respect to the Third Party in writing that Claim would be detrimental to the reputation or future business prospects of such Purchaser Indemnified Persons or any of its Affiliates, (iii) the Third Party Claim seeks an injunction or equitable relief against the Purchaser Indemnified Persons or any of its Affiliates, or (iv) the Indemnifying Parties have failed or is failing to prosecute or defend vigorously the Third Party elects Claim and Purchaser Indemnified Persons Person(s) is/are required to assume the take defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party.Claims (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect c. In relation to any Third Party Claim, other than any privileged communications between if (i) the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but does not control, any defense or settlement assume control of any such Third Party Claim assumed by within a period of 30 (Thirty) Business Days from the Indemnifying Party pursuant to Section 4.2(b). (d) In date of receipt of the event of a Third Party Claim for which Notice and does not inform the Purchaser Indemnified Party of its choice regarding whether or not it wishes to assume control of the Third Party Claim; the Purchaser Indemnified Party may take such action (including legal proceedings and appointing independent legal counsel, at the cost of the Indemnifying Party elects not to assume Parties) as they deem necessary, provided that any settlement or entry into judgement shall be undertaken only with the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense prior approval of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) 12.4.1 If any a third party shall notify commences a legal action against any Indemnified Party in writing with respect to or an Indemnified Party receives a notice of assertion or commencement of any matter involving claim, demand, action, proceeding or suit by a claim by such third party relating to Loss that gives rise to an indemnification obligation under this Clause 12 (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against ), the Indemnifying Party under this Article IV, then shall have the option of electing to take over the defence of such Third Party Claim by notifying the Indemnified Party shall promptly within 10 (iten) notify days from the receipt of the Claims Notice or such other shorter period within which such defence ought to be assumed to comply with requirements mandated by the third party claimant’s notice or otherwise as required under Applicable Law. 12.4.2 If the Indemnifying Party thereof elects to take over the defence of such Third Party Claim under Clause 12.4.1 above, it shall be entitled to assume the complete control and defence of such Third Party Claim and have the sole right to contest, settle, compromise or otherwise dispose of such Third Party Claim on terms that the Indemnifying Party, in writing its reasonable discretion, deems appropriate, provided that the prior written consent of the Indemnified Parties shall be required for any such settlement, compromise or other disposition if such settlement, compromise or other disposition adversely affects the Indemnified Parties. The Indemnifying Party shall remain liable for the costs and expenses of such Third Party Claim including all court costs, posting of any security, payment of any interim amounts as required by any Governmental Authority. Further, the Indemnifying Party shall keep the Indemnified Party informed as to the status of such Third Party Claim and shall promptly send copies of all pleadings to the Indemnified Party and in any event within thirty 10 (30ten) days of receipt of notice of filing any such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreementpleadings. (b) Upon receipt of a Claim Notice with respect 12.4.3 Without prejudice to a Third Party ClaimClause 12.4.2 above, the Indemnifying Party shall have the right to assume the defense of give any Third Party Claim byrepresentation or submissions to, within (30) days of receipt of the Claim Noticemake any appearances before, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claimor undertake any actions before, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim a Governmental Authority or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect other third party in relation to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)Claims. (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. In order for Buyer or its shareholders, directors, officers, employees, attorneys, agents, and affiliates (the "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 any person, firm, governmental authority or corporation against the Indemnified Party (a "Third Party Claim"), such Indemnified Party must notify the Shareholders (the "Indemnifying Party") in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of the Third Party Claim unless the Indemnifying Party shall have previously received knowledge thereof, but the failure to so notify the Indemnifying Party shall not relieve it of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. Thereafter, the Indemnified Party shall deliver to the indemnifying party, within a reasonable time after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Claim is made against the Indemnified Party believes would give rise to a claim for indemnification against Party, the Indemnifying Party under this Article IVwill be entitled to participate in the defense thereof, then and if it so chooses, to assume the Indemnified Party shall promptly (i) notify defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party thereof in writing within thirty (30) days so elect to assume the defense of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnifying Party in connection with the defense thereof, other than reasonable costs of investigation. If the Indemnifying Party elects to so assume the defense of a Third Party Claim, the Indemnified Party (i) will cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) will 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 (iii) will agree to any settlement, compromise, or discharge of a Third Party Claim which the Indemnifying Party may recommend if (y) the sole relief provided against the Indemnified Party is monetary damages which are paid by the Indemnifying Party and the Indemnified Party is completely released in connection with such Third Party Claim, and (z) such settlement, compromise or discharge involves no finding or admission of any violation of law or of the rights of any person or of any breach of any agreement by the Indemnified Party; (b) In the event the Indemnifying Party shall have the right to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim bywithin a reasonable time under the circumstances, within (30) days the Indemnified Party may defend the same in such manner as it may deem appropriate, including, but not limited to settling such claim or litigation after giving notice of receipt of same to the Claim NoticeIndemnifying Party on such terms as the Indemnified Party may deem appropriate, notifying and the Indemnifying Party will promptly reimburse the Indemnified Party in writing accordance with the provisions of this Paragraph 9.4; and (c) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such Indemnified Party may, by notice to the Indemnifying Party elects to indemnifying party, assume the defense of exclusive right to defend, compromise, or settle such Third Party Claimaction, and upon delivery of such notice by the Indemnifying Party, but the Indemnifying Party shall have the right be entitled to fully participate therein (with control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only remaining with the written consent of the Indemnified Party. (c) If requested and shall not be bound by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense any determination of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim an action so defended or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense compromise or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). thereof effected without its consent (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedwithheld).

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any the Indemnified Party seeks indemnification under this Article 10 in writing with respect to any matter of, arising out of or involving a claim or demand, whether or not involving a Proceeding, by another Person not a party to this Agreement or an Affiliate of such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV), then the Indemnified Party shall promptly will include in the Indemnity Claim Notice (i) notify notice of the Indemnifying commencement or threat of any Proceeding relating to such Third Party thereof in writing Claim within thirty (30) days of receipt of after the Indemnified Party has received written notice of such claim the commencement of the Third Party Claim and (ii) transmit the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party. Notwithstanding the foregoing, no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail will relieve the nature Indemnifying Party of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification any Liability or obligation under this AgreementAgreement except to the extent the Indemnifying Party has suffered actual material Losses directly caused by the delay or other deficiency. (b) Upon receipt Within thirty (30) days after the Indemnified Party’s delivery of a an Indemnity Claim Notice with respect to a Third under this Section 10.4 and solely if the potential Liability of the Indemnifying Party Claimis greater than the potential Liability of the Indemnified Party, the Indemnifying Party shall have may assume control of the right defense of such Third Party Claim by giving to the Indemnified Party written notice of the intention to assume such defense; provided, that the Indemnifying Party further retains counsel for the defense of the Third Party Claim reasonably satisfactory to the Indemnified Party; provided, further, that if the Seller is the Indemnifying Party, in no event may the Indemnifying Party assume, maintain control of, or participate in, the portion of the defense of any Third Party Claim by, within (30A) days of receipt of the Claim Notice, notifying involving criminal Liability or (B) in which any relief other than monetary damages is sought against the Indemnified Party in writing or that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice is brought by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Partya Governmental Authority. (c) If requested by the Indemnifying PartyParty does not, or is not able to, assume or maintain control of the defense of a Third Party Claim in compliance with Section 10.4(b), the Indemnified Party shall, at will have the sole cost and expense right to control the defense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which Claim. The party not controlling the Indemnifying defense (the “Noncontrolling Party”) may participate therein at its own expense. The party controlling the defense (the “Controlling Party”) will reasonably advise the Noncontrolling Party elects to contest, including of the making status of any related counterclaim against the person asserting the Third Party Claim or and the defense thereof, discuss with the Noncontrolling Party any cross complaint against strategic decisions in such defense, and take into account in good faith any personcomments by the Noncontrolling Party. The Indemnified Noncontrolling Party shall will, upon reasonable request by the Controlling Party use commercially reasonable efforts to furnish the Controlling Party with such information as it may have the right to receive copies of all pleadings, notices and communications with respect to such Third Party Claim and related Proceedings (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 reasonably cooperate with and assist in the defense of the Third Party Claim, other than any privileged communications between except to the Indemnifying Party and extent such information would reasonably prejudice its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by rights versus the Indemnifying Party pursuant to Section 4.2(b)Controlling Party. (d) In Neither party will agree to any compromise or settlement of the event of a Third Party Claim for which without the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days prior written Consent of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Partyother party, which consent shall Consent will not be unreasonably withheld withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Section 10.4, no Tax Claim shall be subject to this Section 10.4. Tax Claims shall be governed solely by Section 9.8.

Third Party Claims. (a) 9.5.1 If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Indemnity Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect relates to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying that the Indemnified Party in writing that the Indemnifying Party elects is required by applicable Law to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right pay without a prior opportunity to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Noticecontest it, the Indemnified Party may, at despite Sections 9.5.3 and 9.5.4 and 9.5.5.1, make the payment without affecting its optionright to make an Indemnity Claim in accordance with this Agreement. 9.5.2 The Indemnified Party will promptly deliver to the Indemnifying Party copies of all correspondence, defendnotices, assessments or other written communication received by the Indemnified Party in respect of any Third Party Claim. 9.5.3 The Indemnified Party will not negotiate, settle, compromise or pay such action any Third Party Claim with respect to which it has asserted or claim at proposes to assert an Indemnity Claim, without the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written prior consent of the Indemnifying Party, which consent shall will not be unreasonably withheld withheld. 9.5.4 The Indemnified Party will not cause or delayedpermit the termination of any right of appeal in respect of any Third Party Claim which is or might become the basis of an Indemnity Claim without giving the Indemnifying Party written notice of the contemplated or potential termination in time to grant the Indemnifying Party an opportunity to contest the Third Party Claim. 9.5.5 If the Indemnifying Party first acknowledges in writing its obligation to satisfy an Indemnity Claim to the extent of any binding determination or settlement in connection with a Third Party Claim (or enters into arrangements otherwise satisfactory to the Indemnified Party), in any legal or administrative proceeding in connection with the matters forming the basis of a Third Party Claim, the following will apply: 9.5.5.1 the Indemnifying Party will have the right, subject to the rights of any insurer or third party having potential liability for it, by written notice delivered to the Indemnified Party within 30 Business Days of receipt by the Indemnified Party of the notice of the Indemnity Claim to assume carriage and control of the negotiation, defence or settlement of a Third Party Claim and the conduct of any related legal or administrative proceedings at the expense of the Indemnifying Party and by its own counsel; 9.5.5.2 if the Indemnifying Party elects to assume carriage and control, the Indemnified Party will have the right to participate at its own expense in the negotiation, defence or settlement of a Third Party Claim assisted by counsel of its own choosing; 9.5.5.3 each of the Indemnified Party and the Indemnifying Party will make all reasonable efforts to make available to the party hereto who has assumed carriage and control of the negotiation, defence or settlement of a Third Party Claim those employees whose assistance or evidence is necessary to assist such party in evaluating and defending that Third Party Claim and all documents, records and other materials in the possession or control of such party required for use in the evaluation and the defence of that Third Party Claim;

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the The Indemnifying Party under this Article IVshall have the right, then but not the obligation, exercisable by written notice to the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days [***] of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of Claim Notice from the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice Party with respect to a Third Party Claim, to assume the conduct and control, at the expense of the Indemnifying Party and through counsel of its choosing that is reasonably acceptable to the Indemnified Party, of such Third Party Claim, and the Indemnifying Party may compromise or settle the same; provided, however, that the Indemnifying Party shall have give the right to assume the defense Indemnified Party advance written 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, conditioned or delayed), consent to or enter into any compromise or settlement with respect to such Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying that commits the Indemnified Party in writing that 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. During such [***] period (and thereafter for so long as the Indemnifying Party elects to assume has assumed and is conducting the defense of such Third Party Claim), and upon delivery the Indemnified Party may not compromise or settle such Third Party Claim for which it is seeking indemnification hereunder without the prior written consent of such notice by the Indemnifying Party, the . No Indemnifying Party shall have may consent to the right entry of any judgment that does not relate solely to fully control and settle the proceeding, provided, that, monetary damages arising from any such settlement or compromise shall be permitted hereunder only with Third Party Claim without the prior written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of any such Third Party Claim through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel shall be borne solely by the Indemnified Party. If the Indemnifying Party elects not to control or conduct the defense of a Third Party Claim, the Indemnifying Party nevertheless shall have the right to participate in the defense of any Third Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. The Parties shall reasonably cooperate in the defense of any Third Party Claim, with such cooperation to include (i) the retention and the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim and (ii) reasonable access to employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, by notifying the Indemnified Party in writing within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing Notice that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, provided that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (aA) If any Claim Notice identifies any Claim brought by a third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party Person (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against "THIRD PARTY CLAIM"), the Indemnifying Party under this Article IVwill have the right, then exercisable by written notice to the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) calendar days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice with counsel selected by the Indemnifying Party that is reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of, and the full responsibility for paying or otherwise discharging such Third Party Claim, the Indemnifying Party shall will 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 the Indemnified Party will have the right to fully control and settle participate at its own expense in the proceeding, provided, that, any defense of such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) Third Party Claim. If requested by the Indemnifying PartyParty does not assume the defense of such Third Party Claim, the Indemnified Party shall, may defend such Third Party Claim at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and may still participate in, but not control, any the defense or settlement of such Third Party Claim at the Indemnifying Party's sole cost and expense. (B) The party responsible for the defense of any Third Party Claim assumed (a "RESPONSIBLE PARTY") shall, to the extent reasonably requested by the Indemnifying other party, keep such other party informed as to the status of such Third Party pursuant Claim, including, without limitation, all settlement negotiations and offers. With respect to Section 4.2(b). (d) In the event of a Third Party Claim for which a Seller is the Responsible Party, the Buyer shall use all reasonable efforts to make available to such Seller all books and records of the Buyer relating to such Third Party Claim and shall cooperate with such Seller in the defense of the Third Party Claim. No settlement or compromise or consent to the entry of any judgment that does not relate solely to monetary damages arising from any such Third Party Claim may be effected (1) by the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with without the written consent of the Indemnifying Party, Indemnified Party (which consent shall not be unreasonably withheld or delayed) unless all relief provided is paid or satisfied in full by the Indemnifying Party and the Indemnified Party receives a full release in respect of the Third Party Claim or (2) by the Indemnified Party without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). In no event shall an Indemnifying Party be liable for any settlement effected without its prior written consent.

Third Party Claims. (a) If any third party shall notify any an Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which and such Indemnified Party believes such claim would give rise to a claim for indemnification against the Indemnifying Party under this Article IVVIII, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail detail, to the extent reasonably practicable, the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent any Losses are increased by an amount in excess of US$50,000 by the failure of the Indemnified Party to promptly notify the Indemnifying Party. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, provided that, (i) any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified PartyParty which consent shall not be unreasonably withheld or delayed, and (ii) and the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of such defense on a regular basis. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party ClaimClaim for which indemnity is sought under this Agreement, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement (except for its consent required under ‎Section 8.02(b) above) of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b‎Section 8.02(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 thirty (30) days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, provided that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (aA) If any third party shall notify any Indemnified Party the claim or demand set forth in writing with respect to any matter involving the Notice of Claim is a claim or demand asserted by such a third party (a “"Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any"), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within fifteen (3015) days (or such shorter period if an answer or other response or filing with respect to the pleadings served by the third party is required prior to the 15th day) after the date of receipt by the Indemnifying Party of the Notice of Claim Notice, notifying (the "Notice Date") to notify the Indemnified Party in writing that of the election by the Indemnifying Party elects to assume defend the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent Claim on behalf of the Indemnified Party. (cB) If requested by the Indemnifying Party elects to defend a Third Party Claim on behalf of the Indemnified Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with shall make available to the Indemnifying Party and its counsel agents and representatives all records and other materials in contesting its possession which are reasonably required in the defense of the Third Party Claim and subject to the limitations set forth in this Section 6, the Indemnifying Party shall pay any expenses payable in connection with the defense of the Third Party Claim as they are incurred (whether incurred by the Indemnified Party or Indemnifying Party). (C) In no event may the Indemnifying Party settle or compromise any Third Party Claim without the Indemnified Party's consent, which shall not be unreasonably withheld. (D) If the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the defend a Third Party Claim or any cross complaint against any person. The Claim, the Indemnified Party shall have the right to receive copies participate in the defense of all pleadings, notices and communications with respect to any the Third Party Claim, other than any privileged communications between at the Indemnified Party's expense (and without the right to indemnification for such expense under this Agreement); provided, however, that subject to the limitations set forth in this Section 6, the reasonable fees and expenses of counsel retained by the Indemnified Party shall be at the expense of the Indemnifying Party if (1) the use of the counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest; (2) the parties to such proceeding include both the Indemnified Party and the Indemnifying Party and its counsel, and shall there may be entitled, at its sole cost and expense, legal defenses available to retain separate co-counsel and participate in, but not control, any defense the Indemnified Party which are different from or settlement of any Third Party Claim assumed additional to those available to the Indemnifying Party; (3) within 10 days after being advised by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Noticeidentity of counsel to be retained to represent the Indemnified Party, the Indemnified Party mayshall have objected to the retention of such counsel for valid reasons (which shall be stated in a written notice to Indemnifying Party), at its option, defend, settle, compromise and the Indemnifying Party shall not have retained different counsel reasonably satisfactory to the Indemnified Party; or pay such action or claim (4) the Indemnifying Party shall authorize the Indemnified Party to retain separate counsel at the expense of the Indemnifying Party; provided. (E) Subject to the limitations set forth in this Section 6, thatif the Indemnifying Party does elect to defend a Third Party Claim, or does not defend a Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any such settlement other right or compromise shall be permitted hereunder only with remedy it may have hereunder, at the written consent sole and exclusive expense of the Indemnifying Party, which consent to defend such Third Party Claim; provided, however, that such expenses shall not be unreasonably withheld or delayedpayable by the Indemnifying Party only if and when such Third Party Claim becomes payable. (F) To the extent that an Indemnified Party recovers on a Third Party Claim, the amount of such recovery (after deduction of all costs and expenses incurred in connection with such Third Party Claim) shall reduce, dollar-for-dollar, the indemnification obligation otherwise owing by the Indemnifying Party.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b5.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against In the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days event of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right be entitled to assume the defense of any Third Party Claim by, within (30) days of receipt appoint counsel of the Claim Notice, notifying Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in writing connection with such claim, demand or Proceeding (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided, that the Indemnifying Party elects to assume shall accept the defense of thereof and acknowledge without qualifications its indemnification obligations as provided in this Article 8 if such defense is unsuccessful; provided further, that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying an Indemnified Party shall have the right to fully control employ one separate counsel, and settle the proceedingIndemnifying Party shall bear the reasonable fees, providedcosts and expenses of such separate counsel if (i) the Indemnifying Party is also party to such proceeding and the Indemnified Party determines in good faith and upon the advice of outside counsel that such joint representation would present a conflict of interest, that(ii) the Indemnifying Party shall not have employed counsel to represent the Indemnified Party within a reasonable time (but no later than thirty (30) days) after notice of the institution of such Third Party Claim or (iii) if the Claim seeks injunctive relief which, any such settlement or compromise shall be permitted hereunder only with the written consent of if granted could materially and adversely affect the Indemnified Party. (c) . If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim claim, demand or Proceeding which the Indemnifying Party elects defends, or, if appropriate and related to contestthe claim, including the demand or Proceeding in question, in making of any related counterclaim against the person asserting the Third Party Claim Claim, or any cross cross-complaint against any person. The In the event the Indemnifying Party fails to assume the defense of such Claim within thirty (30) days after receipt of notice thereof, (i) the Indemnified Party against which such Claim has been asserted shall have the right to receive copies of all pleadingsundertake the defense, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense compromise or settlement of any Third Party such Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Noticeon behalf of, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of and for the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent account and risk of the Indemnifying Party, which consent shall not and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and Information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be unreasonably withheld or delayedreasonably requested by the Indemnified Party.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against Immediately following the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying party receiving the notice of the Third Party Claim shall notify the other party of its existence. Subject to the remaining provisions of this Section 9.8, if an Indemnified Party is entitled to indemnification against a Third Party claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to defend against and settle any litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. As long as the Indemnified Party retains its right to assume defend and (except as hereinafter provided) settle a Third Party Claim as hereinabove provided, the Indemnified Party shall be reimbursed by the Indemnifying Party for the reasonable attorneys' fees and other expenses of defending the Third Party Claim which are incurred from time to time, immediately following the presentation to the Indemnifying Party of itemized bills for said attorneys' fees and other expenses. The Indemnified Party may also at any time, upon reasonable notice, tender the defense of any a Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that to the Indemnifying Party elects to assume Party. Notwithstanding the foregoing, if: (a) the defense of such a Third Party Claim, Claim is so tendered and upon delivery of such notice tender is accepted without qualification by the Indemnifying Party; or (b) after the date on which written notice of a Third Party Claim has been given pursuant to this Section 9.8, the Indemnifying Party shall acknowledge without qualification its indemnification obligations as provided in this Section 9.8 in writing to the Indemnified Party; then the Indemnified Party shall not have the right to defend or settle such Third Party Claim and the Indemnifying Party shall have the sole right to fully control consent, defend, litigate and settle the proceedingThird Party Claim, provided, that, any such settlement or compromise and all expenses (including without limitation attorney's fees) incurred by the Indemnifying Party in connection therewith shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested paid by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, represented by counsel at its sole cost and expenseown expense in any such contest, to retain separate co-counsel and participate indefense, but not control, any defense litigation or settlement of any Third Party Claim assumed conducted by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent provided that the Indemnified Party shall be entitled to reimbursement therefor if the Indemnifying Party shall lose its right to defend and settle as herein provided. Notwithstanding the foregoing, the Indemnifying Party shall lose its right to defend and settle the Third Party Claim if it shall fail to diligently contest the Third Party Claim. So long as the Indemnifying Party has not lost its right and/or obligation to defend and settle as herein provided, the Indemnifying Party shall have the exclusive right, in its discretion exercised in good faith, and upon the advice of counsel, to settle any such matter either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle shall be unreasonably withheld or delayedgiven to the Indemnified Party. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this Article IX shall relieve it of such obligations to the extent they exist.

Third Party Claims. (ai) If any third party shall notify assert any claim or demand or commence a Legal Proceeding against an Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) for which such an Indemnified Party believes would give rise to will make a claim for indemnification against the Indemnifying Party under this Article IVVI, then the Indemnified Party shall promptly promptly, and in no event later than twenty (i20) notify Business Days after the Indemnifying date on which the Indemnified Party thereof in writing within thirty (30) days is made aware of receipt of such Third Party Claim, provide a written notice of such claim and (ii) transmit Third Party Claim to the Indemnifying Party a written notice (“Claim Notice”) describing setting forth in reasonable detail the nature of the claim, the basis on which indemnification is sought and, to the extent such amount is reasonably calculable, the amount of the asserted Damages; provided, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall reduce the Indemnified Party’s rights to indemnification under this Article VI unless (and then only to the extent) the Indemnifying Party is actually prejudiced by such delay. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party promptly and in no event later than twenty (20) Business Days following receipt thereof, copies of all correspondence, notices and documents (including court papers) received by the Indemnified Party relating to any such Third Party Claim. (ii) Any Indemnifying Party shall have the right (but not the obligation), upon written notice to the Indemnified Party delivered no later than thirty (30) days after receipt by the Indemnifying Party of the claim for indemnification, to assume the conduct and control, through counsel of its choice reasonably satisfactory to the Indemnified Party, and at the expense of the Indemnifying Party, of the settlement or defense of the Third Party Claim; provided, that: (A) the Third Party Claim must seek (and continue to seek) solely monetary damages; and (B) the Indemnifying Party expressly agrees in writing that it will be liable for any Damages incurred by the Indemnified Party in connection with such Third Party Claim, a copy of all papers served with respect subject to such claim (if any), the limitations set forth in this Article VI and the basis additional terms and conditions of the Indemnified Party’s request for indemnification under this Agreement. . To the extent that any Third Party Claim relates to a claim under Sections 6.1(a) or (b) Upon receipt of a Claim Notice with respect to a Third Party Claimthis Agreement, then the Indemnifying Party Stockholders shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense conduct and control of such Third Party Claim, and upon delivery of such notice by defense in accordance with the Indemnifying Partyimmediately preceding sentence. Notwithstanding the foregoing, the Indemnifying Party shall have cannot assume the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with defense if the Indemnified Party reasonably believes, on the written consent advice of the Indemnified Party. (c) If requested by counsel, that the Indemnifying Party, ’s conduct of the Third Party Claim gives rise to a conflict of interest. The Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, shall reasonably cooperate with the Indemnifying Party and its counsel in contesting connection therewith on any Third Party Claim which mutual issue, and the Indemnifying Party shall permit the Indemnified Party to participate in such defense through counsel chosen by the Indemnified Party; provided, that the fees and expenses of such counsel shall be borne solely by such Indemnified Party. The Indemnified Party shall not pay or settle such Third Party Claim. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days after receipt of the claim for indemnification that it elects to contest, including undertake the making defense of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The the Indemnifying Party is prevented from undertaking such defense pursuant to the second sentence of this Section 6.3(a)(ii), then the Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any contest such Third Party Claim, other than Claim but shall not thereby waive any privileged communications between right to seek indemnity from the Indemnifying Party and its counseltherefor pursuant to this Article VI; provided, and that the Indemnifying Party shall be entitledhave the right to participate, at its sole cost and the Indemnifying Party’s expense, to retain separate co-counsel and participate in, but not control, any in the defense or settlement of any Third Party Claim assumed controlled by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, thatfurther, that any such settlement or compromise of any Third Party Claim by the Indemnified Party that includes indemnifiable Damages shall be permitted hereunder only with require the prior written consent of the Indemnifying Party. Any settlement or compromise of any Third Party Claim by the Indemnifying Party shall require the prior written consent of the Indemnified Party; provided, which that no such consent shall be required for any such settlement or compromise that (1) is exclusively monetary, and the Indemnifying Party will pay greater than two-thirds (2/3) of such amounts, and (2) does not contain an admission of liability on the part of any Indemnified Party. (iii) Any party controlling the defense of any Third Party Claim pursuant hereto shall: (A) conduct the defense of such Third Party Claim and keep the other party reasonably informed of material developments in the Third Party Claim at all stages thereof; (B) promptly submit to the other party copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (C) permit the other party and its counsel to confer on the conduct of the defense thereof; and (D) use commercially reasonable efforts to permit the other party and its counsel an opportunity to review all material legal papers to be unreasonably withheld submitted prior to their submission where practicable. (iv) All of the Parties shall reasonably cooperate in the defense or delayedprosecution of any Third Party Claim in respect of which indemnity is sought hereunder and Buyer and Stockholders (or a duly authorized representative of such Party) shall (and Buyer shall cause the Company to) furnish such records, information and testimony, attend such conferences, discovery proceedings, hearings, trials and appeals, and make such employees available on a mutually convenient basis to provide additional information and explanation of any relevant material, in each case as may be reasonably requested in connection therewith; provided, that notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such Person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information; provided further, that the Buyer and the Stockholders shall use commercially reasonable efforts to enter into a joint defense agreement to permit free disclosure of information between the Parties and their respective counsel and representatives without jeopardizing any attorney-client privilege.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure to provide notice in a timely fashion shall not affect an Indemnified Party’s right to indemnification hereunder except to the extent that the Indemnifying party is actually prejudiced by such delay. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (ai) If any Claim Notice identifies any Claim brought by a third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party person (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against "THIRD PARTY CLAIM"), the Indemnifying Party under this Article IVwill have the right, then exercisable by written notice to the Indemnified Party shall promptly within sixty (i) notify the Indemnifying Party thereof in writing within thirty (3060) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice with counsel selected by the Indemnifying Party that is reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of, and the full responsibility for paying or otherwise discharging such Third Party Claim, the Indemnifying Party shall will 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 the Indemnified Party will have the right to fully control and settle participate at its own expense in the proceeding, provided, that, any defense of such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) Third Party Claim. If requested by the Indemnifying PartyParty does not assume the defense of such Third Party Claim, the Indemnified Party shall, may defend such Third Party Claim at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and may still participate in, but not control, any the defense or settlement of such Third Party Claim at the Indemnifying Party's sole cost and expense. (ii) The party responsible for the defense of any Third Party Claim assumed (a "RESPONSIBLE PARTY") shall, to the extent reasonably requested by the Indemnifying other party, keep such other party informed as to the status of such Third Party pursuant Claim, including, without limitation, all settlement negotiations and offers. With respect to Section 4.2(b). (d) In the event of a Third Party Claim for which a Seller is the Responsible Party, the Buyer shall use all reasonable efforts to make available to such Seller all books and records of the Buyer relating to such Third Party Claim and shall cooperate with such Seller in the defense of the Third Party Claim. No settlement or compromise or consent to the entry of any judgment that does not relate solely to monetary damages arising from any such Third Party Claim may be effected (A) by the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with without the written consent of the Indemnifying Party, Indemnified Party (which consent shall not be unreasonably withheld or delayed) unless all relief provided is paid or satisfied in full by the Indemnifying Party and the Indemnified Party receives a full release in respect of the Third Party Claim or (B) by the Indemnified Party without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). In no event shall an Indemnifying Party be liable for any settlement effected without its prior written consent.

Third Party Claims. Following the receipt of notice of a Third Party Claim (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving other than a claim by such third solely related to Taxes), the party (a “receiving the notice of the Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party Claim shall promptly (i) notify the other party hereto of its existence setting forth with reasonable specificity the facts and circumstances of which such party has received notice, and (ii) if the party giving such notice is an Indemnified Party, specifying the basis hereunder upon which the Indemnified Party’s claim for indemnification is asserted. The Indemnified Party may, upon reasonable notice, tender the defense of a Third Party Claim to the Indemnifying Party. If: (a) the defense of a Third Party thereof in writing Claim is so tendered and within thirty (30) days of receipt of notice of thereafter such claim and (ii) transmit to tender is accepted by the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement.; or (b) Upon receipt within thirty (30) days after the date on which written notice of a Claim Notice with respect to a Third Party ClaimClaim has been given pursuant to this Section 7.9, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying notify the Indemnified Party in writing that the Indemnifying Party elects wishes to assume the defense of such Third Party Claim; then, except as hereinafter provided, the Indemnified Party shall not, and upon delivery of such notice by the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Third Party Claim; provided, however, that the Indemnifying Party may not assume control of the defense of a Third Party Claim (1) primarily involving criminal liability on the part of the Company or any Subsidiary, (2) brought by a Significant Customer or a Significant Operating Agent or (3) in which any relief other than monetary damages is sought against the Indemnified Party. If the Indemnified Party elects to assume control over any Third Party Claim brought by a Significant Customer or Significant Operating Agent (an “Agent Claim”): (x) the Indemnified Party shall not settle or compromise any such Agent Claim without the prior written consent of the Indemnifying Party (which may be withheld in its sole discretion), (y) any counsel selected to defend the Agent Claim shall be subject to the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld) and (z) subject to the rights of the Indemnifying Party set forth in the previous items (x) and (y), the defense of any such Agent Claim shall be conducted under the same procedures, and subject to the same limitations and conditions, that would otherwise apply under this Section 7.9 if the Indemnifying Party had assumed control of the Agent Claim (and the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent rights of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any personunder this Section 7.9). The Indemnified Party shall have the right to receive copies be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party provided that the Indemnified Party shall be entitled to reimbursement therefor if the Indemnifying Party shall lose its right to contest, defend, litigate and settle the Third Party Claim as herein provided. The Indemnifying Party shall lose its right to contest, defend, litigate and settle the Third Party Claim if it shall fail to diligently contest the Third Party Claim. So long as the Indemnifying Party has not lost its right and/or obligation to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the exclusive right, in its discretion exercised in good faith, and upon the advice of all pleadingscounsel, notices to settle any such matter, either before or after the initiation of litigation, at such time and communications with respect upon such terms as it deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle shall be given to the Indemnified Party. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this Article VII shall relieve it of such obligations to the extent they exist. If an Indemnified Party is entitled to indemnification against a Third Party Claim, other than any privileged communications between and the Indemnifying Party and its counselfails to accept a tender or assume the defense, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any a Third Party Claim assumed by pursuant to this Section 7.9, or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. If, pursuant to this Section 4.2(b). (d) In 7.9, the event of Indemnified Party so contests, defends, litigates or settles a Third Party Claim for which the Indemnifying Party elects not it is entitled to assume the defense or fails to make such an election within the 30 days of the Claim Noticeindemnification hereunder, as hereinabove provided, the Indemnified Party mayshall be reimbursed by the Indemnifying Party for the reasonable attorneys’ fees and other reasonable expenses of defending, at its optioncontesting, litigating and/or settling the Third Party Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses (such reimbursement being subject to the limitations on indemnification set forth in this Agreement). The parties hereto agree that any settlement with or failure to enforce any rights against a third party shall not be deemed a waiver of any rights against any Indemnifying Party or Indemnified Party or other party. For the avoidance of doubt, Seller or an Affiliate of Seller shall have the right to control and contest, defend, litigate or settle, compromise or pay such action or claim at the expense each of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only matters set forth on Schedule 7.3(g) in accordance with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedthis Section 7.9.

Third Party Claims. (a) If any third All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party shall notify any claim against an Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) shall be made in accordance with the following procedures. A Person entitled to indemnification under this Article VI (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 Indemnified claim by a third party in any written claim or demand; provided, that the failure to timely deliver a Third Party believes would give rise Claim Notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. For purposes of this Agreement, the term “Indemnifying Party” means (i) in the case of a claim for indemnification against by the Indemnifying Party under this Article IVBuyer, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim Company and (ii) transmit to in the case of a claim for indemnification by the Company, the Buyer. Within five (5) Business Days after delivery of such Third Party Claim Notice, the Indemnifying Party a may, upon written notice (“Claim Notice”) describing in reasonable detail thereof to the nature Indemnified Party, assume control of the defense with counsel reasonably satisfactory to the Indemnified Party of any such Third Party Claim; provided, a copy that the Indemnifying Party shall not be entitled to assume control of all papers served with respect to such claim the defense (if any), and the basis of unless otherwise agreed in writing by the Indemnified Party’s request ) if such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party; and provided, further, that if the Indemnified Party and Indemnifying Party jointly determine, after conferring with outside counsel, that a Third Party Claim which seeks an injunction or equitable relief against the Indemnified Party can be readily separated from any related claim for indemnification under this Agreement. (b) Upon receipt monetary damages, the Indemnifying Party shall be entitled to assume the control of a the defense of the portion of such Third Party Claim Notice with respect relating to a monetary damages. Prior to the assumption of the defense of any Third Party Claim, the Indemnifying Party shall have provide a written undertaking confirming that as between the right Indemnified Party and the Indemnifying Party, any Damages related to assume the defense of any such Third Party Claim by, within (30) days of receipt shall be the sole responsibility of the Claim NoticeIndemnifying Party (to the extent indemnifiable under this Article VI and subject to the limitations contained herein). If the Indemnifying Party does not assume control of such defense, notifying the Indemnified Party in writing that shall control such defense at the Indemnifying Party’s sole expense (to the extent indemnifiable under this Article VI and subject to the limitations contained herein). The party not controlling such defense may participate therein at its own expense; provided, that, if (a) the Indemnifying Party elects to assume the defense assumes control of such Third defense and the Indemnifying Party Claim, and upon delivery fails to defend diligently the action or proceeding within ten (10) days after receiving notice of such notice by failure from the Indemnified Party or (b) if based on the written advice of counsel, the Indemnified Party reasonably concludes that there is an actual conflict of interest between the Indemnified Party and the Indemnifying Party, 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 shall have be responsible for the right to fully control fees and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent expenses of more than one (1) counsel for the Indemnified Party. (c) If requested . 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 in good faith recommendations made by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate other party with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any personrespect thereto. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect not agree to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Noticeaction, the Indemnified Party maysuit, at its option, defend, settle, compromise or pay such action proceeding or claim at without the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnifying Party, which may be withheld in the Indemnifying Party’s reasonable discretion. Except with the prior written consent of the Indemnified Party, which may be withheld in the Indemnified Party’s reasonable discretion, the Indemnifying Party shall not be unreasonably withheld agree to any settlement of such action, suit, proceeding or delayedclaim that (i) does not include a complete release of the Indemnified Party from all liability with respect thereto, (ii) imposes any liability or obligation on the Indemnified Party, (iii) would impose a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or (iv) would result in a finding or admission of a violation of Law by the Indemnified Party that would have an adverse effect on the Indemnified Party.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing either party (the "INDEMNIFIED PARTY"), with respect to any matter involving a claim by such third party (a “Third Party Claim”"THIRD PARTY CLAIM") which such Indemnified Party believes would may give rise to a claim for indemnification against the Indemnifying Party other party (the "INDEMNIFYING PARTY") under this Article IVVIII, then the Indemnified Party shall promptly (iand in any event within fifteen (15) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing within thirty (30) days writing; provided, however, that no delay on the part of receipt of notice of such claim and (ii) transmit to the Indemnified Party in notifying the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail shall relieve the nature of the Third Indemnifying Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification from any obligation under this AgreementAgreement except to the extent the Indemnifying Party thereby is prejudiced. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the The Indemnifying Party shall have the right to assume and control the defense of any the Third Party Claim by, within (30) days with counsel of receipt of the Claim Notice, notifying its own choice reasonably satisfactory to the Indemnified Party in writing that so long as the Indemnifying Party elects to assume notifies the Indemnified Party of such defense in writing within twenty (20) days after the Indemnified Party has given notice of the Third Party Claim; provided, however, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of such the Third Party Claim, and upon delivery of such notice by . (c) So long as the Indemnifying PartyParty has assumed and is conducting the defense of the Third Party Claim in accordance with Section 8.3(b), (i) the Indemnifying Party shall have not consent to the right entry of any judgment or enter into any settlement with respect to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with Third Party Claim without the prior written consent of the Indemnified Party. Party (cwhich consent shall not to be unreasonably withheld or delayed) If requested unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third does not impose an injunction or other equitable relief upon the Indemnified Party Claim which and (ii) the Indemnifying Indemnified Party elects shall not consent to contest, including the making entry of any related counterclaim against the person asserting judgment or enter into any settlement with respect to the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have without the right to receive copies prior written consent of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and (which consent shall not to be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense unreasonably withheld or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(bdelayed). (d) In the event of a Third Party Claim for which the Indemnifying Party elects does not to assume and conduct the defense or fails to make such an election within the 30 days of the Claim NoticeThird Party Claims in accordance with Section 8.3(b), the Indemnified Party maymay defend against, at its optionand consent to the entry of any judgment or enter into any settlement with respect to, defend, settle, compromise the Third Party Claim in any manner it reasonably deems appropriate (and the Indemnified Party need not consult with or pay such action or claim at the expense of obtain any consent from the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedParty in connection therewith).

Third Party Claims. (a) If any Promptly following the receipt of notice of a Claim by a third party shall notify any Indemnified Party in writing with respect to any matter involving against a claim by such third party Buyer Indemnitee or Seller Indemnitee (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against ), the Indemnifying Party under this Article IV, then party receiving the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served Claim shall provide the other party with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a such Third Party Claim. Subject to receiving a confidentiality undertaking from the Indemnitor and any redactions that the Indemnitee determines are advisable for purposes of maintaining privilege, such Claim Notice shall be accompanied by copies of all documents and information relevant to the Third Party Claim and in the Indemnitee’s possession. (b) Subject to Section 10.6(c) and Section 10.6(d), the Indemnifying Party Indemnitor shall (subject to the right of the R&W Insurance Providers) have the right option to assume conduct and control, through counsel of its choosing, the defense defense, compromise and settlement of any Third Party Claim byas to which indemnification is sought by any Indemnitee from any Indemnitor hereunder. The Indemnitor shall notify the Indemnitee in writing, within as promptly as possible (but in any case before the earlier of (i) ten (10) Business Days prior to the due date for the answer or response to the Third Party Claim and (ii) thirty (30) days of after receipt of the notice of Third Party Claim Notice, notifying given by the Indemnified Party in writing that Indemnitee to the Indemnifying Party elects Indemnitor under Section 10.6(a) of its election to assume the defense of such Third Party Claim. The Indemnitee may participate, through counsel chosen by it and upon delivery at its own expense (except that the Indemnitor will be responsible for the fees and expenses of the Indemnitee’s separate counsel (but not more than one law firm per jurisdiction) if the Indemnitee reasonably concludes that counsel to the Indemnitor has a conflict of interest), in the defense of any such notice Third Party Claim as to which the Indemnitor has so elected to conduct and control the defense thereof. Should an Indemnitor assume the defense of a Third Party Claim in accordance with this Section 10.6, the Indemnitor shall not be liable to the Indemnitee for any legal expenses incurred by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only Indemnitee in connection with the written consent investigation or defense thereof (except that the Indemnitor will be responsible for the fees and expenses of the Indemnified PartyIndemnitee’s separate counsel (but not more than one law firm per jurisdiction) if the Indemnitee reasonably concludes that counsel to the Indemnitor has a conflict of interest). (c) If requested by Notwithstanding anything in Section 10.6(a) to the Indemnifying Partycontrary, in no event shall the Indemnified Party shallIndemnitor be entitled to conduct and control the defense, at the sole cost compromise and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by if (i) such claim seeks (or there is a reasonable probability that such Third Party Claim could result in) an injunction, other equitable relief or any other non-monetary relief against the Indemnifying Indemnitee, (ii) in the event such claim were to be decided adversely to the Indemnitee, the aggregate amount of Losses associated therewith, together with all other outstanding Claims would reasonably be expected to exceed the aggregate liability limitations set forth in Section 10.4(a), or (iii) such claim relates to or arises out of any allegedly criminal activity. Additionally, notwithstanding anything in Section 10.6(a) to the contrary, in no event shall the Indemnitor be entitled to consent to the entry of any judgment, compromise, settle or discharge any Third Party pursuant Claim without the prior written consent of the Indemnitee (such consent not to Section 4.2(bbe unreasonably withheld, conditioned or delayed). (d) In Any party controlling the event defense of any Third Party Claim shall conduct the defense of such Third Party Claim with reasonable diligence and shall keep the other party reasonably informed of the status thereof. Whether or not the Indemnitee shall control the defense of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim NoticeClaim, the Indemnified Party mayIndemnitee shall not consent to the entry of any judgment, at its option, defend, or settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, thatdischarge, any such settlement or compromise shall be permitted hereunder only with Third Party Claim without the prior written consent of the Indemnifying PartyIndemnitor (such consent not to be unreasonably withheld, which consent conditioned or delayed). The Indemnitee shall cooperate in connection with any Third Party Claim pursuant to this Section 10.6 and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnitor in connection therewith; provided that, notwithstanding anything in this Section 10.6 to the contrary, the Indemnitee shall not be unreasonably withheld required to take any action hereunder that would adversely affect, or delayedrequire or constitute a waiver of, any attorney-client or other privilege. (e) Notwithstanding any provision of this Section 10.6 to the contrary, any Third Party Claim relating to Taxes will be subject to the applicable provisions of Article XI. (f) Notwithstanding any provision of this Section 10.6 to the contrary, Seller (i) shall have the sole right to control the prosecution and defense of any Claims related to the Indemnified Matters and (ii) may settle, compromise or discharge any Claims related to the Indemnified Matters, without the prior written consent of the Buyer or the Company, if (x) the sole relief provided in the settlement or compromise is monetary damages that are either paid in full by Seller or due to the Company and (y) the compromise or settlement includes an unconditional and irrevocable complete release of the Company and the Buyer. Buyer must approve any settlement other than as provided in this Section 10.6(f)(ii). Buyer may participate, through counsel chosen by it and at its own expense, in the defense of any Claims related to the Indemnified Matters. If the Company receives any proceeds as a result of the Indemnified Matters, the Company shall promptly pay the aggregate amount of any such proceeds to Seller by wire transfer of immediately available funds to such account as may be instructed by Seller.

Third Party Claims. In order for Buyer and Seller as the case may be (the "Indemnified Parties"), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any person, firm, governmental authority or corporation against the Indemnified Party (a "Third Party Claim"), such Indemnified Party must notify the indemnifying party in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of the Third Party Claim unless the indemnifying party shall have previously received knowledge thereof, but the failure to so notify the indemnifying party shall not relieve it of any liability that it may have to any Indemnified Party except to the extent the indemnifying party demonstrates that it is prejudiced thereby. Thereafter, the Indemnified Party shall deliver to the indemnifying party, within a reasonable time after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification Claim is made against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt , the indemnifying party will be entitled to participate in the defense thereof, and if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party. Should the indemnifying party so elect to assume the defense of a Claim Notice with respect to a Third Party Claim, the Indemnifying 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, other than reasonable costs of investigation. If the indemnifying party elects to so assume the defense of a Third Party Claim, the Indemnified Party (i) will cooperate in all reasonable respects with the indemnifying party in connection with such defense, (ii) will 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 (iii) will agree to any settlement, compromise, or discharge of a Third Party Claim which the indemnifying party may recommend if (1) the sole relief provided against the Indemnified Party is monetary damages which are paid by the indemnifying party and the Indemnified Party is completely released in connection with such Third Party Claim, and (2) such settlement, compromise or discharge involves no finding or admission of any violation of law or of the rights of any person or of any breach of any agreement by the Indemnified Party; (b) In the event the indemnifying party shall have the right to assume the defense of any Third Party Claim byClaim, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party shall be entitled to participate in writing that (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party elects to indemnifying party does not assume the defense of any such Third Party ClaimClaim within a reasonable time under the circumstances, the Indemnified Party may defend the same in such manner as it may deem appropriate, including, but not limited to settling such claim or litigation after giving notice of same to the indemnifying party on such terms as the Indemnified Party may deem appropriate, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of indemnifying party will promptly reimburse the Indemnified Party.; and (c) If requested by Notwithstanding the Indemnifying Partyforegoing, the if an Indemnified Party shall, at the sole cost determines in good faith that there is reasonable probability that an action may materially and expense of the Indemnifying Party, cooperate with the Indemnifying Party and adversely affect it or its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, affiliates other than any privileged communications between the Indemnifying Party and its counselas a result of monetary damages, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its optionby notice to the indemnifying party, defend, settle, but the indemnifying party shall be entitled to participate therein (with control remaining with the Indemnified Party) and shall not be bound by any determination of an action so defended or any compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written thereof effected without its consent of the Indemnifying Party, (which consent shall not be unreasonably withheld or delayedwithheld).

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV6, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate cooperate· with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)6.2(b) of this Agreement. (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 thirty (30) days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (ai) If any third party shall notify any Indemnified Party in writing with With respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense negotiation, settlement or defence of any the Third Party Claim byand, within (30) days of receipt of in such event, the Claim Notice, notifying Indemnifying Party shall reimburse the Indemnified Party in writing that for all of the Indemnified Party's out-of-pocket expenses as a result of such participation or assumption. If the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Partycontrol, the Indemnifying Indemnified Party shall have the right to fully control and settle participate in the proceedingnegotiation, provided, that, any such settlement or compromise defence of such Third Party Claim at its own expense and shall have the right to disagree on reasonable grounds with the selection and retention of legal counsel, in which case legal counsel satisfactory to both the Indemnifying Party and the Indemnified Party shall be permitted hereunder only with retained by the written consent of the Indemnified Indemnifying Party. (cii) If requested the Indemnifying Party, having elected to assume control as contemplated in Section ‎8.5(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, at forthwith after receipt of the sole cost and expense of difference from the Third Party, pay such difference to the Indemnifying Party. (iv) Except in the circumstances contemplated by Section ‎8.5(b)(ii), cooperate with whether or not the Indemnifying Party and its counsel in contesting any Third Party Claim which assumes control of the Indemnifying Party elects to contestnegotiation, including the making settlement or defense of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defendshall not negotiate, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only Third Party Claim except with the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld delayed or delayedwithheld). (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 it becomes available) and shall each designate a senior officer who will keep himself/herself informed about and be prepared to discuss 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.