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. (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 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. (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) 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) 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 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 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 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 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 (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. (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 in writing Claim 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 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 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 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 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 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 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 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 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 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 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) 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. (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 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 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 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 Third-Party Claim, the Indemnifying Party shall have the right right, at its expense, to assume control of the negotiation, settlement or defense of the Claim and, in the event that the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be liable to the Indemnified Party for any fees of any other counsel or other expenses in connection with the defense of any Third 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 control of the negotiation, settlement or defense of such Third Party the Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Indemnified Party shall have the right to fully control monitor and settle participate in the proceedingnegotiation, provided, that, any such settlement or compromise defense of that Third-Party Claim and to retain counsel to act on its behalf, and the fees and disbursements of that counsel shall be permitted hereunder only paid by the Indemnified Party. If the Indemnifying Party, having elected to assume control of the negotiation, settlement or defense of the Claim, fails to defend the Third-Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume control of the negotiation, settlement or defense of the Claim. If any Third-Party Claim is of a nature that the Indemnified Party is required by Applicable Law to make a payment to any Third Party with respect to the written consent Third-Party Claim before the completion of settlement negotiations or related Legal Proceedings, the Indemnified Party may make that payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for that payment unless the Indemnified Party is not entitled to indemnification under this Agreement and subject to the limitations set forth in Section 7.13. If the amount of any liability of the Indemnified Party. (c) If requested Party under the Third-Party Claim in respect of which that payment was made, as described in the preceding sentence, is finally determined to be less than the amount that was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, at forthwith after receipt of the sole cost and expense difference from the Third Party, pay the amount of the difference to 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 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 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 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 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 expense, to participate in or assume control of, the defense of any Third Party Claim bynegotiation, within (30) days of receipt settlement or defence of the Claim Noticeand, notifying in such event, the Indemnifying Party shall reimburse the Indemnified Party in writing that for the Indemnified Party's out-of-pocket expenses incurred up to the point the Indemnifying Party assumed such control. 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 participate in the negotiation, settlement or defence of such Third Party Claim and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a 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 defense). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control and settle the proceeding, provided, that, any such settlement or compromise Indemnifying Party shall be permitted hereunder only bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment with the written consent of the Indemnifying Party and the Indemnifying Party shall, forthwith after demand by the Indemnified Party. (c) , reimburse the Indemnified Party for such payment. If requested the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount that was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, at forthwith after receipt of the sole cost and expense difference from the Third Party, pay the amount of such difference to 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 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) 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 IV11 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 11 (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 11 and, if so, whether the indemnifying party elects, jointly with any other indemnifying party notified under Section 11.04-1(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 in writing Claim 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, 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. (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 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 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 For a Third Party Indemnification Claim, the Indemnifying Party Indemnitor shall have the right to control the defense or settlement of such Indemnification Claims with counsel of its own choosing reasonably acceptable to the Indemnitee Party; provided, however, that the Indemnitee Party will be entitled, at the Indemnitee Party’s expense, to participate with its own counsel in such defense and settlement; provided, further, that Licensor shall not have the right to control, but may participate in, and Licensee shall have sole control, including the right to select defense counsel, over the defense or settlement of any claim that relates to Taxes. The Indemnitee Party shall at all times promptly deliver to the Indemnitor such information related to the basis for Third Party Indemnification Claims as the Indemnitor may reasonably request. If the Indemnitor declines to assume the defense of any Third Party Indemnification Claim, and it is later determined by an Governmental Authority of competent jurisdiction that such Third Party Indemnification Claim bywas eligible for indemnification under this Section 10.4, within thirty (30) days of receipt of following such determination, the Claim Notice, notifying Indemnitor shall reimburse the Indemnified Indemnitee Party in writing that the Indemnifying Party elects to assume the defense of full for all judgments, costs and expenses, including attorneys’ fees, incurred in connection with such Third Party Indemnification Claim. The Indemnitor shall not, and upon delivery of such notice by 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. (c) If requested by the Indemnifying Indemnitee 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 effect 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 pending or threatened Action related to Section 4.2(b). (d) In the event of a Third Party Indemnification Claim for which (a) if such settlement: (i) involves any form of relief other than the Indemnifying Party elects not to assume the defense payment of money, (ii) involves any finding or fails to make such an election within the 30 days admission of any violation of any Law or any of the Claim Noticerights of any Person, or (iii) has any adverse effect on any other Indemnification Claims that have been or may be made against the Indemnified Party mayIndemnitee Party, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any (b) if such settlement or compromise shall be permitted hereunder involves only with the written consent payment of money, unless it includes an unconditional release of such Indemnitee Party of all liability on all indemnified Third Party Indemnification Claims that are the Indemnifying Party, which consent shall not be unreasonably withheld or delayedsubject of such Action.

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. (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 entitled to be indemnified pursuant to Section 7.2 (an "Indemnified Party") receives notice of the assertion of any claim in respect of Damages, such Indemnified Party shall give the party who may become obligated to provide indemnification hereunder (the "Indemnifying Party") written notice describing such claim or fact in writing reasonable detail (the "Notice of Claim") promptly (and in any event within 10 Business Days after receiving any written notice from a third party). The failure by the Indemnified Party to timely provide a Notice of Claim to the Indemnifying Party shall not relieve the Indemnifying Party of any liability, except to the extent that the Indemnifying Party is prejudiced by the Indemnified Party's failure to provide timely notice hereunder. (b) In the event any Indemnifying Party notifies the Indemnified Party within ten (10) Business Days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof: (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party; (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest); (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to any the 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 without the written consent of the Indemnifying Party under this Article IVwhich consent shall not be unreasonably withheld; and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, and, in a settlement or compromise which does not involve only the payment of money by the Indemnifying Party, without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld. (c) In the event the Indemnifying Party does not notify the Indemnified Party within ten (10) Business Days after the Indemnified Party has received a Notice of Claim that the Indemnifying Party is assuming the defense thereof, then the Indemnified Party shall promptly (i) notify have the right, subject to the provisions of this Article, to undertake the defense, compromise or settlement of such Claim for the account of the Indemnifying Party. Unless and until the Indemnifying Party thereof in writing within thirty (30) days assumes 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 any Claim, the Indemnifying Party shall have advance to the right to assume Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the such action or proceeding. Each Indemnified Party shall agree in writing that prior to any such advance that, in the event it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party elects for such fees, costs and expenses 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 extent that it 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 determined that it was not entitled 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)indemnification under this Article VI. (d) In the event of a Third Party Claim for which that the Indemnifying Party elects not to assume undertakes the defense or fails to make such an election within of any Claim, the 30 days of the Claim Notice, Indemnifying Party will keep the Indemnified Party mayadvised as to all material developments in connection with such Claim, at its optionincluding, defendbut not limited to, settle, compromise promptly furnishing the Indemnified Party with copies of all material documents filed 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 delayedserved in connection therewith.

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 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 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 In the event that Acquiror becomes aware of a third-party shall notify any written claim against an Indemnified Party in writing with respect that constitutes a matter for which either (a) an Indemnified Party is entitled to indemnification, compensation, or reimbursement under Section 8.2(a) or (b) if determined adversely to Acquiror or any matter involving other Indemnified Party, would provide a basis for a claim by such third party under any of the matters indemnifiable under Section 8.2(a) (each, 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 Acquiror shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice Securityholder Representative of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the material facts known to Acquiror related to such 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 . Acquiror shall have the right in its sole discretion to assume conduct the defense and prosecution of and to settle or resolve 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 Securityholder Representative shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party ClaimClaim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, other than any privileged communications between subject to the Indemnifying Party and its counselexecution by the Securityholder Representative of Acquiror’s (and, if required, such third party’s) standard non-disclosure agreement, and shall be entitled, at its sole cost and expensethe expense of the Securityholder Representative (on behalf of Securityholders), to retain separate co-counsel and participate in, but not controlto determine or conduct, any defense or settlement prosecution of any the Third Party Claim assumed by or settlement negotiations with respect to the Indemnifying Third Party pursuant to Section 4.2(b)Claim. (db) Except with the consent of the Securityholder Representative, which shall not be unreasonably withheld, conditioned, or delayed and which shall be deemed to have been given unless the Securityholder Representative shall have objected in writing within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such Third Party Claim to the third-party claimant shall not be determinative of the amount of Losses relating to such matter. In the event that the Securityholder Representative) has consented to (or shall have been deemed to have consented to) any such settlement or resolution: (i) neither the Securityholder Representative nor the Securityholders shall have any power or authority to object under any provision of this Article VIII to the amount of any claim by or on behalf of any Indemnified Party against the Indemnity Escrow Fund or directly against such Securityholders for indemnity with respect to such settlement or resolution; (ii) Acquiror and the Securityholder Representative shall, as promptly as practicable thereafter (and in any event within two (2) Business Days thereafter), deliver a joint written instruction to the Escrow Agent to release to Acquiror from the Indemnity Escrow Fund an amount of cash equal to the amount of Losses set forth in such settlement or resolution; and (iii) should the amount then-remaining in the Indemnity Escrow Fund, if any, be insufficient to satisfy in whole the full amount set forth in such settlement or resolution, then, subject to any applicable limitations set forth in this Article VIII, each Indemnifying Party shall, within thirty (30) days following the date of such failure to so object, pay to Acquiror in cash such Indemnifying Party’s Pro Rata Portion of such shortfall. (c) If there is a Third Party Claim that, if adversely determined would give rise to a right of recovery for which Losses under any of clauses (i) through (viii) of Section 8.2(a), inclusive (an “Unproven Third Party Claim”), subject to the Indemnifying applicable limitations contained in this Article VIII, and without limiting any right to recovery for Losses under any of clauses (i) through (viii) of Section 8.2(a), inclusive, then (A) 50% of any Losses paid, incurred, suffered or sustained by the Indemnified Parties or any of them directly or indirectly resulting from, arising out of, or relating to the investigation, defense, and prosecution of such Unproven Third Party elects not to assume Claim shall be indemnifiable Losses under Section 8.2(a)(ix), and (B) in the defense event that the consent (or fails to make such an election within the 30 days deemed 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 Party, Securityholder Representative (which consent shall not be unreasonably withheld withheld, conditioned, or delayed) to a settlement of such Unproven Third Party Claim is not obtained, indemnifiable Losses under Section 8.2(a)(ix) shall include 50% of all reasonable amounts paid, incurred, suffered or sustained in settlement thereof.

Third Party Claims. (a) If any third party shall notify any an Indemnified Party in writing with respect to any matter involving receives 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 IVClaim Notice, then the Indemnified Party shall will promptly (i) notify the Indemnifying Party. A delay by an Indemnified Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to notifying the Indemnifying Party, however, will relieve the Indemnifying Party a written from an indemnification obligation only if and solely to the extent that the Indemnifying Party is injured by the delay. (b) The Indemnifying Party will notify the Indemnified Party within fifteen (15) calendar days after the Indemnified Party has given notice (“of the Third Party Claim Notice”) describing in reasonable detail as to whether the nature Indemnifying Party is assuming the defense of the Third Party Claim. If the Indemnifying Party assumes the defense of the Third Party Claim, a copy then (i) the Indemnifying Party will defend the Indemnified Party against the Third Party Claim with counsel of all papers served with respect its choice reasonably satisfactory to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement, and (ii) the Indemnified Party may retain separate co- counsel at its sole cost and expense. (bc) Upon receipt An Indemnified Party will not Consent to the entry of a Claim Notice any judgment or enter into any settlement with respect to a Third Party ClaimClaim without the Consent of the Indemnifying Party, which Consent will not be withheld unreasonably; and the Indemnifying Party shall have will not Consent to the right to assume the defense entry of any judgment with respect to a Third Party Claim by, within (30) days of receipt of or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the Third Party Claim Notice, notifying releases the Indemnified Party in writing that from all Liability with respect to the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by 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 written consent Consent of the Indemnified Party. (cd) If requested by the an Indemnifying Party, Party does not notify the Indemnified Party shall, at within fifteen (15) calendar days after 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 has given notice of a Third Party Claim for which that the Indemnifying Party elects not to assume is assuming the defense or fails to make such an election within the 30 days of the Claim NoticeThird Party Claim, then the Indemnified Party maymay defend against, at its optionor enter into any settlement with respect to, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, Third Party Claim in any such settlement or compromise shall manner it may reasonably conclude to be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedappropriate.

Third Party Claims. (a) If Upon providing notice to an Indemnifying Party by an Indemnified Party pursuant to Section 7.3 of the commencement of any action, suit or proceeding against such Indemnified Party by 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 intends to a claim for indemnification against the Indemnifying Party any Loss 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 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 defend such claim, at such Indemnifying Party’s expense and with counsel of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying its choice reasonably satisfactory to the Indemnified Party in writing that Party. If the Indemnifying Party elects to assume assumes 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 Partyclaim, the Indemnified Party shall, at the sole cost and expense request of the Indemnifying Party, use commercially reasonable efforts to cooperate with in such defense; provided that the Indemnifying Party shall bear the Indemnified Party’s reasonable out-of-pocket costs and its counsel expenses incurred in contesting any Third Party Claim connection with such cooperation (other than attorneys’ fees and expenses, which are addressed in the following sentence). So long as the Indemnifying Party elects to contestis conducting the defense of such claim as provided in this Section 7.5, 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 may retain separate co-counsel at its expense and may participate inin the defense of such claim, but not control, and neither the Indemnified Party nor the Indemnifying Party shall consent to the entry of any defense Judgment or enter into any settlement with respect to such claim without the prior written consent of the other unless such Judgment or settlement of any Third Party Claim assumed (A) provides for the payment by the Indemnifying Party pursuant of money as sole relief (if any) for the claimant (other than customary and reasonable confidentiality obligations relating to Section 4.2(bsuch claim, Judgment or settlement). , (dB) results in the full and general release of the 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 Judgment, or the rights of any Person, and has no effect on any other claims that may be made against the Indemnified Party. In the event of a Third Party Claim for which the Indemnifying Party elects does not or ceases to assume conduct the defense or fails to make of such an election within the 30 days of the Claim Noticeclaim as so provided, (i) the Indemnified Party may, at its option, defend, settle, compromise or pay may defend against such action or claim at the expense of the Indemnifying Partyin any manner it may reasonably deem to be appropriate; provided, thathowever, that the Indemnified Party shall not consent to the entry of any Judgment or enter into any settlement with respect to such settlement or compromise shall be permitted hereunder only with claim without the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld or delayed), (ii) subject to the limitations set forth in Section 7.4, the Indemnifying Party shall reimburse the 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, and (iii) the Indemnifying Party shall remain responsible for any Losses the Indemnified Party may suffer as a result of such claim to the full extent provided in this Article 7; provided, however, in the event that the Indemnified Party assumes the defense of any such claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, including with respect to any Judgment or settlement. In the event that it is ultimately determined in accordance with this Agreement that the Indemnifying Party is not obligated to indemnify, defend or hold harmless the Indemnified Party from and against any claim by a third party contemplated by this Section 7.5, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and expenses) and any Losses incurred by the Indemnifying Party in its defense of such third party claim with respect to such Indemnified Party.

Third Party Claims. (a) If any an indemnification claim under Section 8.2 involves a claim by a third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party which the Indemnifying Party may be obligated to provide indemnification under this Article VIII (a “Third Party Claim”), the obligations of an Indemnifying Party shall be governed by and be contingent upon the following additional terms and conditions: (a) which such Indemnified An Indemnifying Party believes would give rise to may assume the defense of a claim for indemnification against Third Party Claim, so long as the Indemnifying Party under this Article IV, then notifies the Indemnified Party in writing (promptly after the Indemnified Party has received notice of the commencement of any Action with respect to the Third Party Claim, which notice shall promptly (i) notify be given by the Indemnifying Indemnified 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 specifying in reasonable detail the nature and amount of the such Third Party Claim, a copy of all papers served Claim together with respect such information as may be necessary for the Indemnifying Party to such claim (if anydetermine that the limitations in Section 8.4 have been satisfied or do not apply), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt assuming the defense of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume may appoint as lead counsel in the defense of any the Third Party Claim byany legal counsel selected by the Indemnifying Party, within which counsel shall be subject to approval by the Indemnified Party (30which approval shall not be unreasonably withheld, conditioned or delayed). In the event the Indemnifying Party assumes the defense of a Third Party Claim pursuant to the terms of Section 8.3(a), the Indemnified Party shall immediately deliver to the Indemnifying Party copies of all notices and documents (including court papers) days of receipt of the Claim Notice, notifying received by the Indemnified Party in writing that connection with the Third Party Claim. (c) So long as the Indemnifying Party elects to assume is conducting the defense of the Third Party Claim in accordance with Section 8.3(a), the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, subject to the Indemnifying Party’s control thereof. The Indemnifying Party shall have full authority and the exclusive right to determine all action to be taken with respect thereto, including consenting to the entry of any judgment or entering into any settlement with respect to the Third Party Claim, unless such settlement (i) includes injunctive or other equitable relief imposed against any Indemnified Party or (ii) contains an admission of wrongdoing or liability on behalf of any Indemnified Party, in which case, the consent of the Indemnified Party shall be required for the Indemnifying Party to settle such claim. (d) If the Indemnified Party has available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim, 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 take over and assume control the defense 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 such 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 sole cost of the Indemnifying Party; provided, thathowever, any that if the Indemnified Party does so take over and assume control of such settlement or compromise Third Party Claim, the Indemnified Party shall be permitted hereunder only with not settle such of such Third Party Claim without the written consent of the Indemnifying Party, which such consent shall not to be unreasonably withheld withheld, conditioned or delayed. (e) Regardless of whether the Indemnifying Party or the Indemnified Party assumes the defense of the Third Party Claim, the Parties shall cooperate with each other in the defense or prosecution thereof. Without limiting the generality of the foregoing sentence, the Parties shall execute such powers of attorney as may be necessary or appropriate to permit participation of counsel selected by any Party and, as may be reasonably related to any such Third Party Claim, shall provide access to the Representatives of such Party during normal business hours to all properties, personnel, books, tax records contracts, commitments and all other business records of such other Party and will furnish to such other Party copies of all documents as may reasonably be requested (certified, if so requested).

Third Party Claims. (a) 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 a claim by such third Subsidiary of a party to this Agreement (a “Third Party Claim”) which ), against such Indemnified Party believes would give rise with respect to a claim for indemnification against which the Indemnifying Party is obligated to provide indemnification under this Article IVAgreement, then the Indemnified Party shall promptly (i) notify shall, prior to the expiration of the Survival Period, give the Indemnifying Party thereof reasonably prompt written notice thereof, but in writing within any event not later than thirty (30) calendar days of after receipt of such 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. The failure to give such prompt written notice shall not, and upon delivery however, relieve the Indemnifying Party of its indemnification obligations, except to the extent that the Indemnifying Party is prejudiced thereby. If Parent receives notice of a Third Party Claim against Parent with respect to which Parent is obligated to provide indemnification under this Agreement, Parent shall give the Equityholders’ Representatives reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third Party Claim. Such notice by the Indemnified Party or Parent shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party or Parent. In the event Parent is the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceedingparticipate in, provided, that, any such settlement or compromise shall be permitted hereunder only with the by giving written consent of notice to the Indemnified Party. (c) If requested , to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shallshall cooperate in good faith in such defense; provided, at such Indemnifying Party shall not have the sole cost and expense right to defend or direct the defense of any such Third Party Claim that (i) the Indemnified Party reasonably believes that it would bear a larger portion of the Losses relating to the claim than the Indemnifying Party due to the Cap, (ii) seeks an injunction or other equitable relief against the Indemnified Party, cooperate or (iii) relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation, provided further that if in the reasonable opinion of counsel to the Indemnified Party there exists a conflict of interest between the Indemnifying Party and its counsel the Indemnified Party that cannot be waived, the Indemnifying Party shall not have the right to participate in contesting or assume such defense. In the event that the Indemnifying Party assumes the defense of any Third Party Claim which the Indemnifying Party elects Claim, subject to contestthis Section 9.5(a), 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 it shall have the right to receive copies of all pleadingstake such action as it deems necessary to avoid, notices and communications with respect dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party; provided, that the Indemnifying Party acknowledges that notwithstanding its assumption of the defense of such 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, the party entitled to retain separate co-counsel and the indemnification rights. The Equityholders’ Representatives shall have the right to participate in, but not control, any in the defense or settlement of any Third Party Claim assumed with counsel reasonably selected by it subject to the right of Parent as 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 control the defense or fails to make thereof. The fees and disbursements of 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 counsel shall be at the expense of the Indemnifying Partyrespective Equityholders’ Representative; provided, that, any such settlement that if in the reasonable opinion of counsel to the Indemnified Party there are legal defenses available to an Indemnified Party that are different from or compromise shall be permitted hereunder only with the written consent of additional to those available to the Indemnifying Party, then the Indemnifying Party shall be liable for the reasonable fees and expenses of one counsel to such Indemnified Party for which consent the conflict of interest exists; provided further, that the Indemnifying Party shall not not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be unreasonably withheld liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such action or delayedproceeding.

Third Party Claims. (a) 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 or a Representative of the foregoing (a “Third Party Claim”) which against such Indemnified Party believes would give rise with respect to a claim for indemnification against which the Indemnifying Party is obligated to provide indemnification under this Article IVAgreement, then the Indemnified Party shall promptly (i) notify give the Indemnifying Party thereof reasonably prompt written notice thereof, but in writing within any event not later than thirty (30) calendar days of after receipt of such notice of such claim Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. In connection with any Third Party Claim, (i) the Indemnified Party may defend with attorneys of its choice against, and consent to the entry of any order with respect to, the Third Party Claim in any manner it may reasonably deem appropriate in its reasonable discretion (provided the Indemnified Party shall consult with any Indemnifying Party in connection therewith), (ii) transmit to the each Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail will be jointly and severally obligated to reimburse the nature of Indemnified Party promptly and periodically for the Losses relating to defending against the Third Party Claim, a copy of all papers served with respect to such claim and (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (biii) Upon receipt of a Claim Notice with respect to a Third Party Claim, the each Indemnifying Party will remain jointly and severally Liable for any Losses. Seller and Buyer shall have the right to assume cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim byClaim, within including making available (30subject to the provisions of Section 5.06) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects records relating to assume the defense of such Third Party ClaimClaim and furnishing, 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. without expense (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 reimbursement of actual out-of-pocket expenses) to 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)defending party. (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 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 Legal Proceeding is instituted by or against a Third Party in writing with respect to any matter involving a claim by such third party which the Indemnified Party intends to seek indemnity under this ARTICLE IX (a “Third Party Claim”) which such ), the Indemnified Party believes would shall promptly notify the Indemnifying Party of such Third Party Claim (such notice describing, to the extent practicable, such matter in reasonable detail and such being accompanied by a copy of any written notice of the Third Party claimant to the Indemnified Party asserting the Third Party Claim) and tender to the Indemnifying Party the conduct or defense of such Third Party Claim. A failure by the Indemnified Party to give rise notice in a timely manner pursuant to this Section 9.05(a) (so long as a claim for indemnification against notice pursuant to this Section 9.05(a) that includes any written notice of the Third Party claimant is given before the expiration of the applicable period set forth in Section 9.01) and to tender the conduct or defense of the Third Party Claim in a timely manner pursuant to this Section 9.05(a) shall not limit the obligation of the Indemnifying Party under this Article IVARTICLE IX, then the Indemnified Party shall promptly except (i) notify to the extent such Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim is materially prejudiced thereby, and (ii) transmit to the Indemnifying Party a written extent expenses are incurred during the period in which 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 Agreementwas not provided. (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 of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying defend the Indemnified Party in writing against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of such the Third Party Claim, and upon delivery Claim (such election to be without prejudice to the right of such notice by the Indemnifying PartyParty to dispute whether such claim is an indemnifiable Loss under this ARTICLE IX), then the Indemnifying Party shall have the right to fully defend such Third Party Claim with counsel selected by the Indemnifying Party, in all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 9.05(b). The Indemnifying Party shall have full control of such defense and settle the proceedingproceedings, including any compromise or settlement thereof; provided, thathowever, that the Indemnifying Party shall not enter into any such settlement or compromise shall be permitted hereunder only with agreement without the written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the Third Party asserting the Third Party Claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not impose any obligation on, or contain any sanction or restriction upon the conduct or operation of any business by, the Indemnified Party or its Affiliates. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.05(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.05(b) within thirty (30) days after receipt of any Claim Notice, then the Indemnified Party shall defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party, in all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 9.05(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, if at any time the Indemnifying Party acknowledges in writing that such Third Party Claim is an indemnifiable Loss under this ARTICLE IX, the Indemnifying Party shall be entitled to assume the defense of such Third Party Claim in accordance with Section 9.05(b). (d) If requested by the Indemnifying Party, the Indemnified Party shallagrees, at the sole cost and expense of the Indemnifying PartyParty (but only if the Indemnified Party is actually entitled to indemnification hereunder), to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including providing access to documents, records and information. In addition, the Indemnified Party will make its personnel available to the Indemnifying Party, at the Indemnifying Party’s expense, for conferences, discovery, proceedings, hearings, trials or appeals as may be reasonably required by the Indemnifying Party. The Indemnified Party also agrees to cooperate with the Indemnifying Party and its counsel in the making of any related counterclaim against the person Person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have Person and executing powers of attorney to 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)extent necessary. (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 an Indemnified Party in writing with respect is entitled to any matter involving indemnification pursuant to Section 4.1(a) because of a claim asserted by such third party any claimant who is not an Indemnified Party under this Agreement (a “Third Party ClaimPerson”) 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 give the Indemnifying Party reasonably prompt notice thereof in writing within thirty (30) days of receipt of notice of after such claim and (ii) transmit assertion is actually known 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 . Subject to a Third Party Claimthe following sentence, the Indemnifying Party shall have the right right, upon written notice to assume the defense of any Third Party Claim byIndemnified Party, within (30) days of receipt of and using counsel reasonably satisfactory to the Indemnified Party, to investigate, secure, contest or settle the Claim Noticealleged by such Third Person (a “Third Person Claim”) with its own counsel at its own expense. In the instance described in the preceding sentence, notifying the Indemnifying Party must unconditionally acknowledge to the Indemnified Party in writing that its obligation to indemnify the Indemnifying Party elects persons to assume the defense of be indemnified pursuant to Section 4.1(a) with respect to such Third Party Person 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 may thereafter participate in, in (but not control, any ) the defense or settlement of any such Third Party Person 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, with its own counsel at its optionown expense, defendunless separate representation is necessary to avoid a conflict of interest, settle, compromise or pay in which case such action or claim representation shall be at the expense of the Indemnifying Party; provided. Unless and until the Indemnifying Party so acknowledges its obligation to indemnify, thatthe Indemnified Party shall have the right, at its option, to assume and control the defense of the Claim and to look to the Indemnifying Party for the full amount of the costs of defense. The failure of the Indemnifying Party to respond in writing to the aforesaid notice of the Indemnified Party with respect to such Third Person Claim within thirty (30) calendar days after receipt thereof shall be deemed an election not to defend such Third Person Claim. If the Indemnifying Party does not so acknowledge its obligation to indemnify and assume the defense of any such settlement or compromise shall be permitted hereunder only with Third Person Claim, then: (i) the written consent Indemnified Party may defend against such claim, in such manner as it may deem reasonably appropriate, including settling such Third Person Claim, after giving notice of the same to the Indemnifying Party, which consent on such terms as the Indemnified Party may deem reasonably appropriate; and (ii) the Indemnifying Party may participate in (but not control) the defense of such action, with its own counsel at its own expense. Each Party shall not be unreasonably withheld or delayedmake available to the other Party all relevant information in their possession relating to any such Third Person Claim and shall cooperate in the defense thereof.

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 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 With respect to any third party shall notify any Third Party Claim, upon acknowledgement to the Indemnified Party in writing by the Indemnifying Party of its indemnification obligations under this Article IX 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 expense and in its sole discretion, 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 and reasonably acceptable to the Indemnified Party to represent the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of connection with such Third Party Claim, and upon delivery of such notice by 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, the except as set forth below. Notwithstanding an Indemnifying Party’s election to appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to fully control employ separate counsel at its expense and settle in its sole discretion; provided that the proceedingIndemnifying Party shall bear the reasonable fees, provided, that, any costs and expenses of such settlement separate counsel if (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest or compromise (ii) the Indemnifying Party shall be permitted hereunder only with not have employed counsel to represent the written consent Indemnified Party within 15 days after notice of the Indemnified Party. (c) institution of such Third Party Claim. 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 which the Indemnifying Party elects defends or, if appropriate and related to contestthe Third Party Claim in question, including the in making of any related counterclaim against the person Person asserting the Third Party Claim 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 No Third Party Claim assumed may be settled or compromised (A) 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 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 consent shall not be unreasonably withheld or delayed or (B) by the Indemnifying Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that the Indemnifying Party may settle any Third Party Claim without the consent of the Indemnified Party if such settlement contains an unconditional release by the Third Party of all liability (including any restriction on the Indemnified Party’s business, operations or assets) of the Indemnified Party with respect to such Third Party Claim and the Indemnifying Party has agreed in writing that such Third Party Claim is the subject of indemnity under Article IX. The Indemnified Party shall promptly make available to the Indemnifying Party and allow the Indemnifying Party to copy all records, documents and other evidence in the Indemnified Party’s possession that are relevant to the defense of any Third Party Claim, other than privileged documents and subject to the Indemnifying Party’s agreement to keep such information confidential.

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 Indemnified Party shall have the right, at its expense, to participate in or assume control of the negotiation, settlement or defence of the Third Party Claim and, in such event, the Indemnifying Party shall reimburse the Indemnified Party’s reasonable out-of-pocket expenses as a result of such participation or assumption. If the Indemnified Party elects to assume such control, the Indemnified Party shall have the right to participate in the negotiation, settlement or defence of such Third Party Claim and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and the representation of both the Indemnifying Part 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 Indemnifying Party shall pay the reasonable fees and disbursements of one such counsel. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the defense Third Party Claim within a reasonable time, the Indemnified Party shall then be entitled to assume such control, in which case the Indemnifying Party shall pay the reasonable fees and disbursements of one such counsel, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. If any Third Party Claim by, within (30) days is of receipt of the Claim Notice, notifying a nature such that the Indemnified Party in writing that is required by applicable laws or the Order of any Governmental Authority having jurisdiction to make a payment to any Person (a “Third Party”) with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, as the case may be, the Indemnified Party may make such payment and the Indemnifying Party elects to assume shall, forthwith after demand by the defense Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of such any liability of the Indemnified Party under the Third Party ClaimClaim in respect of which such payment was made, and upon delivery of such notice as finally determined, is less than the amount which was paid 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 forthwith after receipt of the sole cost and expense difference from the Third Party, pay the amount of such difference to the Indemnifying Party. If such a payment, cooperate with by resulting in settlement of the Indemnifying Party and its counsel in contesting any Third Party Claim which Claim, precludes a final determination of the Indemnifying Party elects to contest, including the making merits of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The and the Indemnified Party shall have and the right Indemnifying Party are unable to receive copies agree whether such payment was reasonable in the circumstances having regard to the amount and merits of all pleadings, notices and communications with respect to any the Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and such dispute shall be entitled, at its sole cost and expense, referred to retain separate co-counsel and participate in, but not control, any defense or settlement a court of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)competent jurisdiction. (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 order for a Person (the “Indemnified Party in writing with respect Party”) to be entitled to any matter indemnification provided for under this Article 10 in respect of, arising out of, or involving a claim made by such any third party Person against the Indemnified Party (a “Third Party Claim”) which ), such Indemnified Party believes would give rise shall notify the Person obligated to a claim for provide indemnification against the Indemnifying Party under this Article IV, then 10 (the Indemnified “Indemnifying Party”) in writing of such Third Party shall Claim promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) but no later than [***] calendar days of receipt of after receiving 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 ) following receipt by such Indemnified Party of all papers served with respect to written notice of 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; provided, however, that failure to give such notification shall not affect the indemnification provided under this Agreement except to the extent the Indemnifying Party shall have actually been materially prejudiced as a result of such failure and then only to the right to assume the defense extent of any Third Party Claim bysuch prejudice. Thereafter, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that shall deliver to the Indemnifying Party, following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party elects relating to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying . (ii) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall have be entitled to assume the right defense thereof by written notice to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with Indemnified Party within [***] Business Days after the written consent Indemnifying Party’s receipt of the Indemnified Party. (cnotice of such Third Party Claim contemplated by Section 10.7(a)(i) If requested with counsel selected by the Indemnifying Party; provided, that such counsel is not reasonably objected to by the Indemnified Party; provided, further, that notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of such defense, compromise or settlement of any such Third Party Claim and, instead, shall pay the reasonable legal fees, costs, and Expenses of counsel retained by the Indemnified Party shallif (A) the claim for indemnification relates to or arises in connection with any criminal or other proceeding, at action, indictment, allegation, or investigation by a Governmental Entity, (B) the sole cost and expense of claim seeks an injunction or equitable relief against the Indemnifying Indemnified Party, cooperate with (C) the Indemnifying Party failed or is failing to reasonably prosecute or defend such claim and its counsel such claim, together with all other then outstanding and unresolved claims, could reasonably be expected to give rise to Damages that are more than the remaining amount indemnifiable by such Indemnifying Party with respect to such claims pursuant to this Article 10, (D) in contesting any the Indemnified Party’s reasonable judgment based upon a written opinion from such Indemnified Party’s counsel, a conflict of interest between the Indemnified Party and the Indemnifying Party exists with respect to the claim, (E) the claim is by a customer, supplier or licensor, the loss of the commercial relationship with whom would be material to the Indemnified Party or the Cystinosis Business or (F) the Third Party Claim seeks monetary damages and the sum of the amount of the monetary damages would reasonably be expected to be greater than the maximum amount from which the Indemnifying Party elects is required to contest, including indemnify the making Indemnified Party pursuant to this Article 10. ACTIVE/123404471.12 (iii) If the Indemnifying Party assumes the defense of any related counterclaim against the person asserting the a Third Party Claim or Claim, (A) the Indemnifying Party shall not be liable to the Indemnified Party for any cross complaint against any person. The legal Expenses subsequently incurred by the Indemnified Party in connection with the defense thereof and (B) the Indemnified Party shall have the right to receive copies participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees, costs, and Expenses of all pleadingscounsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof, notices and communications with including in respect to any of a Third Party Claim, other than any privileged communications between the defense of which the Indemnifying Party was not entitled to assume or continue in accordance with the second proviso of the first sentence of this Section 10.7(a)(iii). If the Indemnifying Party assumes the defense of a Third Party Claim, all the Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and its counsel(upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder, and the Indemnified Party shall be entitledkeep the Indemnifying Party reasonably informed regarding the status of any such Third Party Claim. No Party shall admit any liability with respect to, at its sole cost and expenseor settle, to retain separate co-counsel and participate incompromise, but not control, any defense or settlement of discharge any Third Party Claim assumed by without the Indemnifying other applicable Parties’ prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnified Party pursuant shall not agree to Section 4.2(b). (d) In the event any settlement, compromise, or discharge 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 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, and provided that the Indemnifying Party shall be deemed to consent to any such compromise or delayedsettlement if it does not respond to notice of such proposed compromise or settlement within [***] Business Days. (iv) The indemnification with respect to an Indemnifying Party’s obligation to pay legal fees and other costs and Expenses of defense of a Third Party Claim required by this Article 10 shall be made by periodic payments of the amount thereof during the course of the investigation or defense of such Third Party Claim, as and when bills are received. (v) All claims under this Article 10 other than Third Party Claims shall be governed by Section 10.7(b).

Third Party Claims. Promptly after the receipt by any Person entitled to indemnification pursuant to this Section 10 (athe "Indemnified Party") If of notice of the commencement of any third party shall notify action, including the commencement of any audit or other proceedings conducted by Tax authorities, against such Indemnified Party in writing with respect to any matter involving by a claim by such third party (such action, a “"Third Party Claim”) which "), such Indemnified Party believes would give rise to shall, if a claim for with respect thereto is to be made against any party obligated to provide indemnification against pursuant to this Section 10 (the "Indemnifying Party"), give such 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 written notice of such claim and (ii) transmit to the Indemnifying Third Party a written notice (“Claim Notice”) describing in reasonable detail the nature in light of the Third Party Claim, a copy of all papers served with respect circumstances then known 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 . The failure to a Third give such notice shall not relieve any Indemnifying Party Claim, from any obligation hereunder except to the extent that such failure prejudices such Indemnifying Party. Such Indemnifying Party shall have the right to assume the defense of any defend such Third Party Claim byClaim, within (30) days at such Indemnifying Party's expense and with counsel of receipt of the Claim Notice, notifying its choice reasonably satisfactory to the Indemnified Party in writing Party, provided that the Indemnifying Party elects conducts the defense of such Third Party Claim actively and diligently. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party agrees to assume reasonably cooperate in such defense at the expense of the Indemnifying Party. So long as the Indemnifying Party is conducting the defense of such claim actively and diligently, the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the neither any Indemnifying Party shall have nor any Indemnified Party will consent to the right entry of any judgment or enter into any settlement with respect to fully control and settle such 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. other, which consent will not be unreasonably withheld, unless (ci) If requested by the Indemnifying Party, proposed settlement imposes only monetary payment obligations less than the Indemnified Party shall, at the sole cost and expense indemnification obligations of the Indemnifying Party, cooperate with Party to 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). 10, and (dii) such settlement includes a full release of the Indemnified Party in respect of all indemnifiable Losses resulting therefrom, related thereto or arising therefrom. In the event the Indemnifying Party does not or ceases to conduct 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 Noticeactively and diligently, (x) the Indemnified Party maymay defend against, at its optionand, 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 not be unreasonably withheld withheld), consent to the entry of any judgment or delayedenter into any settlement with respect to, such Third Party Claim (provided that the Indemnifying Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such Third Party Claim), (y) the Indemnifying Party will reimburse the Indemnified Party for the costs of defending against such Third Party Claim to the extent provided in this Section 10 and (z) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer as a result of such Third Party Claim to the extent provided in this Section 10.

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 (iand in any event within fifteen (15) Business Days after receiving notice of the Third-Party Claim) notify the Indemnifying Party thereof in writing writing; provided, however, that failure to give such notice shall not limit the right of an Indemnified Party to recover hereunder from any Indemnifying Party except to the extent that such Indemnifying Party suffers any material prejudice or material harm with respect to such claim as a result of such. After receiving such notice, the Indemnifying Party shall have the right, at its own expense, to participate in or assume control of the negotiation, settlement or defence of such Third Party Claim within thirty (30) days of receipt receiving such notice and, in such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party’s commercially reasonable out-of-pocket expenses incurred prior to the assumption by the Indemnifying Party of notice the control of the negotiation, settlement or defence of such claim Third Party Claim. If the Indemnifying Party elects to assume such control, the Indemnified Party shall reasonably cooperate with the Indemnifying Party, shall have the right to participate in the negotiation, settlement or defence of such Third Party Claim at its own expense and (ii) transmit shall have the right to disagree on reasonable grounds with the selection and retention of counsel, in which case counsel satisfactory 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, each acting reasonably, shall be retained by the Indemnifying Party. The Indemnifying Party shall have the right to assume the defense of settle any Third Party Claim by, within on the condition that: (301) days of receipt of it pays the monetary amounts to settle such Third Party Claim Notice, notifying and (ii) the Indemnified Party in writing that is released from any liability relating to the Third Party Claim. 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 elects shall be bound by the results obtained by the Indemnified Party with respect 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 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. During such [***] day period, the Indemnified Party may not compromise or settle, nor assume the defense of, any Third Party Claim for which it is seeking indemnification hereunder without the prior written consent of the Indemnifying Party. The Indemnifying Party may compromise or settle any such Third Party Claim; provided that the Indemnifying Party shall give the 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 that (i) commits the Indemnified Party to take, or to forbear to take, any action or (ii) does not provide for a full and complete written release by the applicable Third Party of the Indemnified Party. 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 assume participate in the defense of any Third Party Claim byand, within (30) days [***] to employ counsel of receipt of the Claim Notice, notifying the Indemnified Party its own choosing for such purpose. The Parties shall cooperate in writing that the Indemnifying Party elects to assume the defense of such any Third Party Claim, with such cooperation to include (i) the retention and upon delivery of such notice by the Indemnifying Party, 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. (b) Purchaser and Seller agree to cooperate and to cause their Affiliates to cooperate with each other to the extent reasonably required after the Closing Date in connection with any claims conducted by a Taxing Authority relating to any Taxes with respect to or in relation to any Purchased Asset for any Tax period ending on or before the Closing Date or, in the case of any Tax period that includes, but does not end on, the Closing Date, the portion of such period ending on the Closing Date (each a “Tax Contest”). Promptly (but no more than [***] days) after Purchaser or any of its Affiliates receives notice of any Tax Contest, Purchaser shall notify Seller in writing (which notice shall include copies of any notices, correspondence and any other documents received by Purchaser or its Affiliates with respect to such Tax Contest) of the Tax Contest; provided, that no failure or delay of Purchaser in providing such notice shall reduce or otherwise affect the obligations of Seller pursuant to this Agreement, except to the extent Seller is materially and adversely prejudiced as a result of such failure or delay. Notwithstanding anything to the contrary, if Seller’s Tax liability or rights to any refunds (or the liability or rights of the Seller) could be affected by the Tax Contest or if Seller could have an indemnification obligation under this Agreement, Seller shall have the sole right to conduct, control, defend, settle or compromise the defense of the Tax Contest [***] whether the Tax Contest began before or after the Closing Date; and Purchaser shall provide Seller with all necessary powers of attorney and other necessary documents and assistance to allow Seller to effectively conduct and control such defense; provided that in the case of any Claims conducted by a Taxing Authority against the Purchaser that is a Tax Contest, the Purchaser shall have the right to fully control and settle the proceeding, provided, that, any defense against such settlement or compromise shall be permitted hereunder only with Claim except that 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 Seller shall have the right to receive copies of all pleadings, notices participate in such defense and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and Purchaser shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense settle or settlement of any Third Party resolve such 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 Party, Seller (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 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 detail, to the extend 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. 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 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, (i) any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party; and (ii) the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of such defense on a regular basis. 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 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 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 (except for its consent required under Section 4.2(b) above) 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 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 In order for Purchaser or Seller, as the case may be, to be entitled to any matter indemnification provided for under Section 12 hereof, in respect of, arising out of, or involving a claim made by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification any person, firm, governmental authority, or corporation other than the Purchaser or Seller, or their respective successors, assigns, or affiliates, against the Indemnifying Party under this Article IVindemnified party, then the Indemnified Party shall promptly (i) indemnified party must notify the Indemnifying Party thereof indemnifying party in writing within thirty (30) days of this third-party claim promptly after receipt by the indemnified party of written notice of such the third-party claim and (ii) transmit within the Claims Period. Thereafter, the indemnified party shall deliver to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail indemnifying party, within 10 days after receipt by the nature of the Third Party Claimindemnified party, a copy copies of all papers served with respect notices relating to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreementthird-party claim. (b) Upon receipt of If a Claim Notice with respect to a Third Party Claimthird-party claim as set forth in subsection (a) hereof is made against an indemnified party, the Indemnifying Party shall have indemnifying party will be entitled to participate in the right defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party, provided such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party elect to assume the defense of such a third-party claim, the indemnifying party will not be liable to the indemnified party for any Third Party Claim by, within (30) days of receipt of legal expenses subsequently incurred by the Claim Notice, notifying indemnified party in connection with the Indemnified Party in writing that defense thereof. If the Indemnifying Party indemnifying party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Partya third-party claim, the Indemnifying Party shall have the right to indemnified party will cooperate 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 Partyindemnifying party in connection with such defense. (c) If requested by the Indemnifying Partyindemnifying party assumes the defense of a third-party claim, then in no event will the Indemnified Party shallindemnified party admit any liability with respect to, at or settle, compromise, or discharge, any third-party claim without the sole cost indemnifying party's prior written consent, and expense the indemnified party will agree to any settlement, compromise, or discharge of a third-party claim that the Indemnifying Party, cooperate indemnifying party may recommend that releases the indemnified party completely in connection 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 cothird-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 claim. (d) In the event the indemnifying party shall assume the defense of any third- party claim, the indemnified party shall be entitled to participate in, but not control, the defense with its own counsel at its own expense. If the indemnifying party does not assume the defense of any such third-party claim, the indemnified party may defend the claim in a Third Party Claim for which manner as it may deem appropriate, including, but not limited to, settling the Indemnifying Party elects claim or litigation after giving notice of it to the indemnifying party on such terms as the indemnified party may deem appropriate, and the indemnifying party will reimburse the indemnified party promptly in accordance with the provisions of this Section 12.4. (e) Anything contained in this Section 12.4, to the contrary notwithstanding, Seller shall not be entitled to assume the defense of, but shall be entitled to notice of and to participate in, any third-party claim against Purchaser if the third-party claim seeks an order, injunction, or fails to make such an election within other equitable relief against Purchaser that, if successful, might materially interfere with the 30 days purchased Assets or their operation or the sale or distribution of any 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 delayedProducts.

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, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party; provided that written consent shall not be required for any settlement that involves only monetary damages if the Indemnifying Party fully and completely satisfies such damages upon the execution of the settlement. (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 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. (ai) 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 "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 Claim"),the Indemnifying Party shall have 15 days (or such shorter period if an answer or other response or filing with respect to the right pleadings served by the third party is required prior to assume the defense of any Third Party Claim by, within (3015th day) days 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. (cii) 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 (iii) 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. (iv) 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 the reasonable fees and expenses of counsel retained by the Indemnified Party shall be at the expense of the Indemnifying Party if (A) the use of the counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest; (B) 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; (C) 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 (D) the Indemnifying Party shall authorize the Indemnified Party to retain separate counsel at the expense of the Indemnifying Party; provided. (v) If the Indemnifying Party does not elect to defend a Third Party Claim, thator does not continue to defend a Third Party Claim, 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. (vi) 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 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 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 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 and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be permitted hereunder only paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. If any Third Party Claim is of a nature such that the written consent Indemnified Party is required by applicable law to make a payment to any person (a “Third Party”) with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party. (c) If requested Party under the Third Party Claim in respect of which such 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 difference from the Third Party, pay the amount of such difference to 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 either the Seller 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 IVSection 5, 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. (bii) 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 or delayed) unless the judgment or proposed settlement involves only the payment of money damages and does not impose any equitable relief upon the Indemnified Party. (ciii) If requested by Unless and until an Indemnifying Party assumes the Indemnifying Partydefense of the Third Party Claim as provided in Section 5(e)(ii) 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 manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party shall have consent to the right to receive copies entry of all pleadings, notices and communications any judgment or enter into any settlement 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 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, Party (which consent shall will not be unreasonably withheld or delayed). (v) The Indemnifying Party or the 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 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 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, 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)) above. (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 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 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 the Indemnified Party’s reasonably and properly incurred 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 participate in the negotiation, settlement or defence of such Third Party Claim and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a 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 defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control and settle the proceeding, provided, that, any such settlement or compromise Indemnifying Party shall be permitted hereunder only bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. If any Third Party Claim is of a nature such that the written consent Indemnified Party is required by Applicable Laws to make a payment to any person (a “Third Party”) with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party. (c) If requested Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount that was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, at forthwith after receipt of the sole cost and expense difference from the Third Party, pay the amount of such difference to 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 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 (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 (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 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 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) 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. (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. (ai) If Subject to the provisions of Sections 10.2(f)(ii) and 10.2(f)(iv) below, in the event any third party shall notify claim for indemnification hereunder results from or in connection with any Indemnified Party in writing with respect to any matter involving claim or legal proceeding by 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, Parties at the sole cost and expense of the Indemnifying Parties, shall have the right to control the defense and settlement of such claim if the Indemnifying Parties give notice of the intention to do so to the Indemnified Parties within thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by any court proceeding) after the Indemnifying Parties receive such Claim Notice, subject to the limitations below, and shall have the right to select and retain legal counsel, which counsel shall be reasonably satisfactory to the Indemnified Party, cooperate to defend or settle any claim or demand. The Indemnified Party shall have the right to retain its own counsel, at its sole expense, to monitor the defense or settlement of any claim or demand. (ii) The Indemnifying Party shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party, if the claim with respect to which the Indemnifying Party seeks to assume control (A) seeks non-monetary relief, (B) involves criminal or quasi-criminal allegations, (C) involves any claim made by any customer or supplier of the Business, other than a customer or supplier that is also a customer or supplier to the Indemnifying Party, or (D) involves a claim if, as a result of the application of the provisions of Section 10.2(c)(ii), less than 100% of the Damages reasonably expected to result from the Third Party Claim would be indemnifiable hereunder. (iii) By assuming the defense of a claim or demand, the Indemnifying Party shall be deemed to have conclusively acknowledged its obligation to indemnify the Indemnified Party with respect to such claim or demand to the extent required pursuant to this Agreement. In the event that the Indemnifying Party fails to give notice of its intention to control the defense and its counsel in contesting settlement of any Third Party Claim which within the period prescribed in Section 10.2(f)(i), or affirmatively notifies the Indemnified Party in a writing delivered within such period that it does not desire to control the defense and settlement of any Third Party Claim, or the Indemnifying Party elects fails to contestdiligently pursue the defense of such assumed claim or demand, including the making Indemnified Party shall conduct or reassume the defense of and shall have the right, subject to Section 10.2(f)(iv), to settle any related counterclaim against the person asserting the such Third Party Claim (and the costs and expenses incurred by the Indemnified Party in connection with such defense or any cross complaint against any personsettlement shall be included in the Damages for which the Indemnified Party may seek indemnification pursuant to a claim made hereunder). The Indemnified Party Indemnifying Parties 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, Claim and shall be entitledhave the right to retain its own counsel, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any monitor the defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)such claim or demand. (div) In The party conducting the event defense of a Third Party Claim for which claim shall only have the Indemnifying Party elects not right to assume settle and compromise any claim or demand if (A) the defense or fails other party to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at this Agreement provides its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any prior written consent to such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Partycompromise, which consent shall not be unreasonably withheld or delayed; or (B) other than with respect to a claim assumed by an Indemnified Party pursuant to Section 10.2(f)(ii), upon prior written notice to the other party so long as such settlement or compromise (1) expressly and unconditionally releases the other party from all liabilities and obligations with respect to such claim or demand and (2) will not impose any injunctive or other equitable relief against the other party.

Third Party Claims. (a) If In the event that, subsequent to the Closing, an Indemnitee entitled to indemnification under this Agreement receives notice of the assertion of any third party shall notify claim or of the commencement of any Indemnified action or Proceeding by any Person who is not a Party in writing with respect to any matter involving or an Affiliate of a claim by such third party Party (a “Third Party Claim”) against such Indemnitee, with respect to which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party is or is reasonably likely to be required to provide indemnification under this Article IVAgreement, then ParentCo, on behalf of the Indemnified Indemnitee, shall give written notice regarding such claim to the Representative within 10 Business Days of ParentCo becoming aware that such Third Party shall promptly (i) notify Claim is a claim that the Indemnifying Party thereof is or is reasonably likely to be required to provide indemnification under this Agreement. ParentCo shall have the right in writing within thirty its sole discretion to control the defense of and settle all Third Party Claims; provided that ParentCo may not settle any such Third Party Claim without the consent of the Representative (30) days such consent not to be unreasonably withheld, conditioned or delayed), unless the settlement of receipt any such Third Party Claim contains an unconditional release by the Person or Persons asserting such Third Party Claim in favor 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 Parties with respect to such claim (if any), and Third Party Claim without requiring payment of any amounts to be paid in connection therewith or imposing any future restrictions on the basis conduct of the Indemnified Party’s request Indemnifying Parties other than obligations of confidentiality. If the Representative consents to any such settlement, neither the Representative nor the Indemnifying Parties will have any power or authority to object to the amount or validity of any claim by or on behalf of the Indemnitee for indemnification under this Agreement. (b) Upon receipt of a Claim Notice indemnity with respect to a Third Party Claimsuch settlement. Notwithstanding any other provision of this Agreement, any costs and expenses of investigation, settlement and defense, including court costs and attorneys’ fees, incurred or suffered by ParentCo or the Indemnifying Party shall have the right to assume Indemnitee in connection with the defense of any Third Party Claim byalleging matters that would constitute a breach or inaccuracy of a representation or any other matter specified in Section 7.2, within whether or not it is ultimately determined that there was such a breach or inaccuracy, will constitute Losses subject to indemnification under this ARTICLE 7. (30b) days of receipt ParentCo shall keep the Representative reasonably advised of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense status of such Third Party Claim, on at least a monthly basis (and on a more frequent basis upon delivery the occurrence of material developments, pleadings or events related to such notice defense), and shall consider in good faith recommendations made 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 Representative with the written consent of the Indemnified Partyrespect thereto. (c) If requested A failure by ParentCo (on behalf of the Indemnifying PartyIndemnitee) to give timely, complete or accurate notice as provided in this Section 7.4 will not affect the Indemnified Party shall, at the sole cost and expense rights or obligations of the Indemnifying PartyParties except and only to the extent that, cooperate with as a result of such failure, the Indemnifying Party Parties were directly and its counsel in contesting any Third Party Claim which the Indemnifying Party elects materially damaged as a result of such failure to contestgive timely, including the making of any related counterclaim against the person asserting the Third Party Claim complete 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)accurate notice. (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 either party (the "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 other party (the "Indemnifying Party Party") under this Article IVVIII, then the Indemnified Party shall promptly (iand in any event within 10 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 30 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 8.03(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) 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 or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(bunreasonably withheld). (d) In the event the Indemnifying Party does not assume and conduct the defense of a the 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 Noticein accordance with Section 8.03(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 In the event that (i) any third claim, demand or action, suit or legal, administrative, arbitration or other alternative dispute resolution proceeding or investigation (each, a "Proceeding" and collectively, "Proceedings") is asserted or instituted by any party shall notify any Indemnified other than the Parties and their Affiliates which could give rise to Damages for which an Indemnifying Party in writing with respect would be liable to any matter involving an Indemnifiable Party hereunder (such Proceeding being hereinafter referred to as 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 Indemnifiable 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 with reasonable promptness send to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail specifying the nature of such claim or demand and the amount or estimated amount (which estimate shall not be conclusive of the final amount of such claim and demand) (a "Third Party Claim, a copy of all papers served with respect to such claim (if anyClaim Notice"), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt In the event of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have may retain counsel of its choice, reasonably acceptable to the right Indemnifiable Party, to assume represent the defense of Indemnifiable Party and any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that others the Indemnifying Party elects to assume may reasonably designate in connection with such claim or demand and shall pay the defense fees and disbursements 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 counsel with the written consent of the Indemnified Party. (c) regard thereto. If requested by the Indemnifying Party, the Indemnified Indemnifiable 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 or demand which the Indemnifying Party elects defends, or, if appropriate and related to contestthe claim in question, including the in making of any related counterclaim against the person asserting the Third Party Claim or demand, or any cross cross-complaint against any person. The Indemnified Party shall have No claim or demand may be settled 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, which consent shall not be unreasonably withheld or delayed. (c) From and after the delivery of a Third Party Claim Notice hereunder, at the reasonable request of the Indemnifying Party, the Indemnifiable Party shall grant the Indemnifying Party and its representatives all reasonable access to the books, records and properties of the Indemnifiable Party to the extent reasonably related to the matters to which the Third Party Claim Notice relates. The Indemnifying Party will not, and shall require that its representatives do not, use (except in connection with such Third Party Claim Notice) or disclose to any third Person other than the Indemnifying Party's representatives (except as may be required by applicable Laws) any information obtained pursuant to this Section which is designated confidential by the Indemnifiable Party. All such access shall be granted during normal business hours and shall be granted under conditions which will not interfere with the business and operations of the Indemnifiable Party.

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 12.3(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 Person (other than the Indemnified 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 such Person, pay such difference to the Indemnifying Party. (iv) Except in the circumstances contemplated by Section 12.3(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 defence 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 in this Section 12.3(b), 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 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 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 that 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 professional 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 Companies, 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) 9.6.1 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 9.6.3 and 9.6.4 and 9.6.5.1, make the payment without affecting its optionright to make an Indemnity Claim in accordance with this Agreement. 9.6.2 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. 9.6.3 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. 9.6.4 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. 9.6.5 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: 9.6.5.1 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; 9.6.5.2 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; 9.6.5.3 each of the Indemnified Party and the Indemnifying Party will make all reasonable efforts to make available to the Party 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; 9.6.5.4 despite Sections 9.6.5.1, 9.6.5.2 and 9.6.5.3, the Indemnifying Party will not settle a Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse effect on the Indemnified Party except with the Indemnified Party’s prior written consent; and 9.6.5.5 the Indemnifying Party will indemnify and hold harmless the Indemnified Party of and from any Loss incurred or suffered as a result of the Indemnifying Party’s settlement of the Third Party Claim or conduct of any related legal or administrative proceeding. 9.6.6 When the amount of the Loss with respect to a Third Party Claim is finally determined in accordance with this Section 9.6, including any amount described in Section 9.6.5.5, the Indemnifying Party will immediately pay the full amount of that Loss to the Indemnified Party. If the Indemnified Party has been permitted by the Indemnifying Party to assume the carriage and control of the negotiation, defence, or settlement of the Third Party Claim, the Indemnifying Party will not contest the amount of that Loss. The Indemnifying Party will have no obligation to make any payment with respect to any Third Party Claim that is settled or contested in violation of the terms of this Section 9.6.

Third Party Claims. (a) If any Other than claims arising pursuant to Section 6.3(c), which shall be exclusively governed by Section 6.3(c), in the event a third party shall notify any Indemnified Party in writing with respect to any matter involving makes a claim by such third party (a “Third Party Claim”) ), which such a Buyer Indemnified Party reasonably believes would give rise to may result in a claim Claim for indemnification against the Indemnifying Party under pursuant to this Article IVVII, then the Buyer Indemnified Party shall promptly (iand in any event within 30 days after such third party asserts such Claim) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim (which written notice shall be made in good faith and include a reasonably specific description of such Third Party Claim, including the amount (iiif known and quantifiable) transmit and the basis thereof) with an Indemnification Claim Notice (a “Third Party Notice”); provided, that no delay or failure on the part of a Buyer Indemnified Party in delivering a Third Party Notice shall cause any Buyer Indemnified Party to forfeit any indemnification rights under this Article VII except to the extent that the Indemnifying Party a written notice is materially prejudiced by such delay or failure. Thereafter, the Buyer Indemnified Party shall deliver or cause to be delivered to such Indemnifying Party copies of all material notices and documents (“including court papers) received by such Buyer Indemnified Party relating to the Third Party Claim Notice”) describing as may be reasonably requested by the Indemnifying Party and shall, in good faith, take into consideration the Indemnifying Party’s reasonable detail the nature of recommendations relating to the Third Party Claim. Upon receipt of a Third Party Notice, a copy the Indemnifying Party shall be entitled, at its option and expense, to participate in, but not to control, determine or conduct, the defense of all papers served such Third Party Claim. So long as Buyer uses commercially reasonable efforts to diligently defend or resolve and mitigate the Losses under the Third-Party Claim, Buyer shall have the right in its sole discretion to conduct the defense of, and to settle, any such claim and Indemnifying Party shall not be entitled to control any negotiation of settlement, adjustment or compromise with respect to any such claim Third Party Claim; provided, however, that except with the consent of Holdco (if anysuch consent not to be unreasonably withheld, conditioned or delayed other than in good faith), and the basis no settlement of any such Third Party Claim with third party claimants shall be determinative of the Indemnified Party’s request for indemnification under this Agreementamount of Losses, or the right to any such Losses, relating to such matter. (b) Upon receipt of a Claim Notice with respect If Buyer fails to a Third use commercially reasonable efforts to diligently defend or resolve the 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 of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense control of such Third Party Claim, and upon delivery of such notice by the Claim with 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’s own counsel. (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 In the event that any Buyer Indemnified Party desires to make a claim against Parent or any Seller, or any Seller Indemnified Party desires to make a claim against Buyer, in each case in connection with any third party shall notify litigation, arbitration, action suit, proceeding, claim, investigation or demand at any Indemnified Party in writing with respect to any matter involving a claim by such third party time instituted against or made upon it for which it 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 Indemnification Control Person 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 claim for indemnification with respect thereto after obtaining notice of such Third Party Claim; provided, that failure to promptly give such notice will not relieve the Indemnifying Party of its indemnification obligations under this AgreementArticle VI, except to the extent, if any, that the Indemnifying Party has actually and materially been prejudiced thereby. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall The Indemnification Control Person will have the right to assume the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party by written notice to the Indemnified Party within twenty (20) days after the Indemnification Control Person has received written notice of the Third Party Claim. (c) The assumption of the defense of any Third Party Claim by, within (30) days by the Indemnification Control Person shall not constitute an admission of receipt of the Claim Notice, notifying responsibility to indemnify the Indemnified Party or in writing that any manner impair or restrict the Indemnifying Party elects Party’s rights to assume later be reimbursed its costs and expenses if indemnification under this Agreement with respect to such claim, investigation or proceeding was not required. The Indemnification Control Person shall not, in the defense of such Third Party Claimclaim, and upon delivery consent to the entry of such notice by any judgment (other than a judgment of dismissal on the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, merits without costs) or enter into any such settlement or compromise shall be permitted hereunder only with without the written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, delayed or conditioned), except that no such consent shall be required if (i) there is no finding or admission of any violation of any Applicable Law, (ii) the sole relief provided is monetary damages that are reimbursed in full as Losses, and (iii) the settlement shall include the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect to such claim or litigation. (cd) If requested by the Indemnifying PartyIndemnification Control Person assumes the defense of a Third Party Claim, the Indemnified Party shall, at shall be entitled to participate in the sole cost and expense defense of the Indemnifying Partyclaim, cooperate with but solely by observation and comment to the Indemnifying Indemnification Control Person, and any counsel selected by the Indemnified Party shall not appear on its behalf in any Proceeding arising hereunder. The Indemnified Party shall bear the fees and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making expenses of any related counterclaim against additional counsel retained by it to participate in its defense. (e) If the person asserting Indemnification Control Person does not assume the defense of a Third Party Claim or any cross complaint litigation resulting therefrom after receipt of notice of such Third Party Claim from the Indemnified Party under (a) or (b) above, the Indemnified Party may defend against any personsuch claim in such manner as it reasonably deems appropriate. 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 may 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 settle 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 PartyIndemnification Control Person, which consent shall not be unreasonably withheld withheld, delayed, or delayedconditioned. (f) The Buyer Indemnified Parties and the Seller Indemnified Parties shall cooperate in good faith and in all respects with the Indemnification Control Person and its representatives (including, without limitation, its counsel) in the investigation, negotiation, settlement, trial and/or defense of any Third Party Claim (and any appeal arising therefrom). The Parties shall cooperate with each other in any notifications to and information requests of any insurers. No individual representative of any Indemnifying Party, or any Indemnifying Party’s Affiliates, shall be personally liable for any Loss or Losses under this Agreement, except as specifically agreed to by said individual representative.

Third Party Claims. (a) If In the event that any third party shall notify any Action for which an Indemnitor may be liable to an Indemnified Party in writing with respect hereunder is asserted or sought to any matter involving be collected by a claim by such third party (a “Third Party Claim”), the Indemnified Party shall give each applicable Indemnitor prompt notice (“Notice of Third Party Claim”) of such third party’s institution of such Action. Such Notice of Third Party Claim shall (i) briefly explain the nature of the claim, including the nature of the misrepresentation, breach of warranty or covenant to which such claim is related, and (ii) to the extent known by the Indemnified Party, set forth a reasonable estimate of the amount of Damages to which such Indemnified Party believes would give rise claims to a claim for be entitled hereunder. Notwithstanding the foregoing, no delay or deficiency on the part of an Indemnified Party in so notifying the Indemnitor will limit any Indemnitor’s right to indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly X (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit except to the Indemnifying Party a written notice (“Claim Notice”) describing extent that an Indemnitor shall have been actually prejudiced by such failure and subject in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect respects to such claim (if anySection 10.4), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt The Indemnitor will have fifteen (15) Business Days from the date on which the Indemnitor received the Notice of a Claim Notice with respect to a Third Party Claim, Claim to notify the Indemnifying Indemnified Party shall have that the right Indemnitor desires to assume the defense or prosecution of such Action and any litigation resulting therefrom with counsel reasonably satisfactory to such Indemnified Party at the Indemnitor’s sole cost and expense (a “Third Party Defense”). If the Indemnitor assumes the Third Party Defense in accordance herewith, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim bybut the Indemnitor shall control the investigation, within defense and settlement thereof, (30ii) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that will not file any papers or consent to the Indemnifying Party elects entry of any judgment or enter into any settlement with respect to assume the defense of such Third Party Claim, Claim without the prior written consent of the Indemnitor and upon delivery (iii) the Indemnitor will not consent to the entry of such notice by any judgment or enter into any settlement with respect to the Indemnifying Party, Third Party Claim 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 PartyParty unless the sole relief provided is monetary damages that are paid in full by the Indemnitor upon the entry of such judgment or settlement and the Indemnified Party and its Affiliates are given a full, complete and unconditional release of any and all Liability by all relevant parties relating thereto. If the Indemnitor assumes the defense of any Action in accordance with this Section 10.5, it shall thereafter promptly inform the Indemnified Party of all material developments. The Parties will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The Parties will also cooperate in any such defense and give each other reasonable access to all information relevant thereto to the extent permitted by applicable Law or applicable contractual restrictions, subject to entering into appropriate confidentiality agreements. (c) If requested by the Indemnifying PartyIndemnitor does not assume the Third Party Defense within fifteen (15) Business Days of receipt of the Notice of Third Party Claim, the Indemnified Party shallwill be entitled to assume the Third Party Defense (and, if the Indemnified Party incurs Damages with respect to the matter in question for which the Indemnified Party is entitled to indemnification pursuant to Section 10.1 or Section 10.2, at the expense of the Indemnitor) upon delivery of notice to such effect to the Indemnitor; provided that, the Indemnitor shall have the right to participate in the Third Party Defense at the sole cost and expense of the Indemnifying PartyIndemnitor, cooperate with but 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 control the right to receive copies of all pleadingsinvestigation, notices defense 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)thereof. (d) In Notwithstanding anything to the contrary set forth herein, in no event may the Indemnitor assume, maintain control of, or participate in, the defense of any Action (i) involving Damages, if the Indemnitor is a Seller, that would reasonably be likely to be in excess of the value of any remaining amount in the Indemnification Escrow Fund, (ii) involving criminal or quasi-criminal allegations against any Indemnified Party, (iii) that is asserted directly by or on behalf of a Third Party Claim for Person that is a supplier or customer of the Company, (iv) in which the Indemnifying primary claim for relief sought against an Indemnified Party elects is other than monetary damages, (v) there exists a conflict of interest between the Purchaser and the Indemnitor that cannot to assume be waived, (vi) the defense or Indemnitor fails to make such an election within the 30 days of the Claim Notice, provide reasonable assurance to the Indemnified Party may, at of its option, defend, settle, compromise financial capacity to prosecute such Action 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, (vii) which consent shall not be unreasonably withheld or delayedinvolves an Action by a Governmental Body.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving Promptly following the receipt of notice of a claim by such third party (a “Third Party Claim”) which such Indemnified , the party receiving the notice of the Third 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 Indemnifying Party thereof in writing within thirty (30) days other party of receipt its existence setting forth with reasonable specificity the facts and circumstances of which such party has received notice of such claim and (ii) transmit to if the Indemnifying Party a written party giving such notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claimis an Indemnified Party, a copy of all papers served with respect to such claim (if any), and specifying the basis of hereunder upon which the Indemnified Party’s request claim for indemnification under this Agreementis asserted. (b) Upon receipt Except as herein provided, the Indemnified Party shall not, and the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Third Party Claim, if the defense of a Claim Notice with respect to a Third Party Claim is so tendered and the Indemnifying Party accepts such tender and acknowledges in writing without qualification its indemnification obligation and has paid to the Indemnified Party all expenses (including attorneys’ fees) incurred by the Indemnified Party in connection with such Third Party Claim. The Indemnified Party shall have the right to be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party. 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 to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the right to assume contest, defend and litigate the defense Third Party Claim and shall have the right to enter into any settlement of any Third Party Claim; provided, however, the Indemnifying Party may not enter into any settlement of any Third Party Claim by, within (30) days without the prior written consent of receipt of the Claim Notice, notifying the Indemnified Party if pursuant to or as a result of such settlement, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) such settlement would create any financial or other obligation on the part of the Indemnified Party. The Indemnifying Party shall not be entitled to assume control of a Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (A) the Third Party Claim relates to or arises in writing that connection with any criminal proceeding, action, indictment or allegation, or (B) the Third Party Claim seeks injunctive or other equitable relief, or which, if adversely determined, would impair in any material respect the financial condition, business, operations, reputation or prospects of Purchaser or its subsidiaries (including each member of the Company Group). All expenses (including attorneys’ fees) incurred by the Indemnifying Party elects in connection with the foregoing shall be paid by the Indemnifying Party. If an Indemnified Party is entitled to assume indemnification against a Third Party Claim, and the Indemnifying Party fails to accept a tender of the defense of a Third Party Claim pursuant to this Section 5.5(b), the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in reasonable 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 delivery such terms as the Indemnified Party deems fair and reasonable, provided that at least five (5) days prior to any such settlement, written notice of such notice by its intention to settle is given to 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 together with the written consent proposed terms of settlement. If, pursuant to the Indemnified Party. (c) If requested by the Indemnifying Partypreceding sentence, the Indemnified Party shallso contests, at the sole cost and expense of the Indemnifying Partydefends, 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 litigates 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 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, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of shall be reimbursed by the Indemnifying Party; providedParty for the reasonable attorneys’ fees and other expenses of contesting, thatdefending, any such settlement or compromise shall be permitted hereunder only with litigating and settling the written consent of Third Party Claim which are incurred from time to time, promptly following the presentation to the Indemnifying Party, which consent shall not be unreasonably withheld or delayedParty of itemized bills for such attorneys’ fees and other expenses.