Common use of Third Party Claims Clause in Contracts

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any third party Governmental Authority) that is not a WMB Entity or a WPX Entity of any claim (including environmental claims and demands or requests for investigation or remediation of contamination) or of the commencement by any such third person 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 which another party hereto (an “Indemnifying Party”) is or Party may be obligated to provide indemnificationindemnification to such Indemnitee pursuant to this Agreement or any Ancillary Agreement (collectively, the Indemnified a “Third-Party Claim”), such Indemnitee shall promptly notify the give such Indemnifying Party in writing (the “Claim Notice”) written notice thereof as soon as promptly practicable, but no later than 30 days after becoming aware of the Indemnifiable such Third-Party Claim; provided, that the failure to provide . Any such notice shall describe the Third-Party Claim in reasonable detail and contain written correspondence received from the third party that relates to the Third-Party Claim. Notwithstanding the foregoing, the failure of any Indemnitee to give notice as provided in this Section 7.5(a) shall not relieve or otherwise affect the obligation of the related Indemnifying Party to provide indemnification hereunderof its obligations under this Article VII, except to the extent that any damages directly resulted or were caused such Indemnifying Party is prejudiced by such failurefailure to give notice. (b) The With respect to any Third-Party Claim: (i) Unless the parties otherwise agree, within 30 days after the receipt of notice from an Indemnitee in accordance with Section 7.5(a), an Indemnifying Party shall have thirty defend (30) days after receipt of the Claim Notice to undertakeand, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with unless the Indemnifying Party in connection therewith; providedhas specified any reservations or exceptions, that (A) seek to settle or compromise), at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, any Third-Party Claim. The applicable Indemnitee shall have the Indemnifying Party shall permit the Indemnified Party right to employ separate counsel and to participate in such (but not control) the defense, compromise, or settlement or defense through counsel chosen by thereof, but the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Partyexpense of such Indemnitee. Notwithstanding the foregoing, and (B) the Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee (A) for any period during which the Indemnifying Party has not settle assumed the defense of such Third-Party Claim (other than during any Indemnifiable period in which the Indemnitee shall have failed to give notice of the Third-Party Claim in accordance with Section 7.5(a)) or (B) to the extent that such engagement of counsel is as a result of a conflict of interest, as reasonably determined by the Indemnitee acting in good faith. (ii) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any Third-Party Claim without the Indemnified consent of the applicable Indemnitee; provided, however, that such Indemnitee shall be required to consent to such entry of judgment or to such settlement that the Indemnifying Party may recommend if the judgment or settlement (A) contains no finding or admission of any violation of Law or any violation of the rights of any Person, (B) involves only monetary relief which the Indemnifying Party has agreed to pay and could not reasonably be expected to have a significant adverse impact (financial or non-financial) on the Indemnitee, including a significant adverse impact on the rights, obligations, operations, standing or reputation of the Indemnitee (or any of its Subsidiaries or Affiliates), and (C) includes a full and unconditional release of the Indemnitee. Notwithstanding the foregoing, in no event shall an Indemnitee be required to consent to any entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly, against any Indemnitee. (c) Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay withheld or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withhelddelayed. (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. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any third party Governmental Authority) that is not a WMB Entity or a WPX Entity of any claim (including environmental claims and demands or requests for investigation or remediation of contamination) or of the commencement by any such third person 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 which another party hereto (an “Indemnifying Party”) is or Party may be obligated to provide indemnificationindemnification to such Indemnitee pursuant to this Agreement or any Ancillary Agreement (collectively, the Indemnified a “Third-Party Claim”), such Indemnitee shall promptly notify the give such Indemnifying Party in writing (the “Claim Notice”) written notice thereof as soon as promptly practicable, but no later than 30 days after becoming aware of the Indemnifiable such Third-Party Claim; provided, that the failure to provide . Any such notice shall describe the Third-Party Claim in reasonable detail and contain written correspondence received from the third party that relates to the Third-Party Claim. Notwithstanding the foregoing, the failure of any Indemnitee to give notice as provided in this Section 8.5(a) shall not relieve or otherwise affect the obligation of the related Indemnifying Party to provide indemnification hereunderof its obligations under this Article VIII, except to the extent that any damages directly resulted or were caused such Indemnifying Party is prejudiced by such failurefailure to give notice. (b) The With respect to any Third-Party Claim: (i) Unless the parties otherwise agree, within 30 days after the receipt of notice from an Indemnitee in accordance with Section 8.5(a), an Indemnifying Party shall have thirty defend (30) days after receipt of the Claim Notice to undertakeand, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with unless the Indemnifying Party in connection therewith; providedhas specified any reservations or exceptions, that (A) seek to settle or compromise), at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, any Third-Party Claim. The applicable Indemnitee shall have the Indemnifying Party shall permit the Indemnified Party right to employ separate counsel and to participate in such (but not control) the defense, compromise, or settlement or defense through counsel chosen by thereof, but the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Partyexpense of such Indemnitee. Notwithstanding the foregoing, and (B) the Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee (A) for any period during which the Indemnifying Party has not settle assumed the defense of such Third-Party Claim (other than during any Indemnifiable period in which the Indemnitee shall have failed to give notice of the Third-Party Claim in accordance with Section 8.5(a)) or (B) to the extent that such engagement of counsel is as a result of a conflict of interest, as reasonably determined by the Indemnitee acting in good faith. (ii) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any Third-Party Claim without the Indemnified consent of the applicable Indemnitee; provided, however, that such Indemnitee shall be required to consent to such entry of judgment or to such settlement that the Indemnifying Party may recommend if the judgment or settlement (A) contains no finding or admission of any violation of Law or any violation of the rights of any Person, (B) involves only monetary relief which the Indemnifying Party has agreed to pay and could not reasonably be expected to have a significant adverse impact (financial or non-financial) on the Indemnitee, including a significant adverse impact on the rights, obligations, operations, standing or reputation of the Indemnitee (or any of its Subsidiaries or Affiliates), and (C) includes a full and unconditional release of the Indemnitee. Notwithstanding the foregoing, in no event shall an Indemnitee be required to consent to any entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly, against any Indemnitee. (c) Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay withheld or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withhelddelayed. (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. In the event that a party (athe “Indemnitee”) If any desires to make a claim against another party entitled to be indemnified (the “Indemnitor”) pursuant to Section 7.1 (an “Indemnified Party”) receives notice of 8.2 or Section 8.3 in connection with any action, suit, proceeding or demand at any time instituted against or made upon the assertion Indemnitee by any third party for which the Indemnitee may seek indemnification hereunder (a “Third Party Claim”), the Indemnitee shall promptly notify, in writing, the Indemnitor of any claim or such Third Party Claim and of the commencement by any such third person Indemnitee’s claim 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”) indemnification with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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) thereto. The Indemnifying Party Indemnitor shall have thirty (30) days after receipt of such notice to notify the Claim Notice Indemnitee if he/she or it has elected to undertakeassume the defense of such Third Party Claim. If the Indemnitor elects to assume the defense of such Third Party Claim, the Indemnitor shall be entitled at his/her or its own expense to conduct and control, control the defense and settlement of such Third Party Claim through counsel of his or its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (A) the Indemnifying Party shall permit the Indemnified Party to Indemnitee may participate in such settlement or the defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such Third Party Claim with his/her or its own counsel shall not be borne by at his/her or its own expense and the Indemnifying Party, and (B) the Indemnifying Party shall Indemnitor may not settle any Indemnifiable Third Party Claim without the Indemnified PartyIndemnitee’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not Indemnitor fails to notify the Indemnified Party Indemnitee within thirty (30) days after receipt of the Claim Notice that it elects Indemnitee’s written notice of a Third Party Claim, the Indemnitee shall be entitled to undertake assume the defense of such Third Party Claim at the Indemnifiable Claim described therein, expense of the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretionIndemnitor; provided, however, that the Indemnified Indemnitee may not settle any Third Party Claim without the Indemnitor’s consent, which shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimnot be unreasonably withheld.

Third Party Claims. (a) If any party entitled Upon providing notice to be indemnified an Indemnifying Party by an Indemnified Party pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or 8.2 of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge suit or investigation proceeding against such Indemnified Party 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”) a Third Party with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the such Indemnified Party shall promptly notify the intends to claim any Loss under this ARTICLE 8, such Indemnifying Party in writing (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 after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 contestdefend such claim, settle, or compromise the Indemnifiable Claim in the exercise at such Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such claim, the Indemnified Party shall, at the request of the Indemnifying Party, use commercially reasonable discretionefforts to cooperate in such defense; provided, that the Indemnifying Party shall bear the Indemnified Party’s reasonable out-of-pocket costs and expenses incurred in connection with such cooperation. The Indemnified Party may retain separate co-counsel at its expense and may participate in the defense of such claim. The Indemnifying Party shall notify not consent to the entry of any Judgment or enter into any settlement with respect to such claim without the prior written consent of the Indemnified Party unless such Judgment or settlement (A) provides for the payment by the Indemnifying Party of any compromise money as the sole relief (if any) for the claimant (other than customary and reasonable confidentiality obligations relating to such claim, Judgment or settlement settlement), (B) 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 the Indemnifying Party does not or ceases to conduct the defense of such Indemnifiable Claimclaim in compliance with this Section 8.4, (i) the Indemnified Party may defend against, and consent to the entry of any reasonable Judgment or enter into any reasonable settlement with respect to, such claim in any manner such Indemnified Party reasonably deems appropriate, (ii) subject to the limitations in Section 8.3, 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 8.

Third Party Claims. (a) If any party entitled to be indemnified Following the receipt of notice provided by an Indemnified Party pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or 8.2 of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge suit or investigation proceeding against such Indemnified Party 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”) a Third Party with respect to which another party hereto (such Indemnified Party intends to claim any Loss under this Article 8, an “Indemnifying Party shall have the right to defend such claim, at such Indemnifying Party”) is or may be obligated ’s expense and with counsel of its choice reasonably satisfactory to provide indemnificationthe Indemnified Party. If the Indemnifying Party assumes the defense of such claim, the Indemnified Party shall promptly notify shall, at the Indemnifying Party in writing (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 after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent request of the Indemnifying Party, which consent shall not be unreasonably withheld), use commercially reasonable efforts to cooperate in such defense; provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without bear the Indemnified Party’s consent, which consent shall not be unreasonably withheldreasonable out-of-pocket costs and expenses incurred in connection with such cooperation. So long as the Indemnifying Party is vigorously contesting any conducting the defense of such Indemnifiable Claim claim as provided in good faiththis Section 8.4, the Indemnified Party may retain separate co-counsel at its expense and may participate in the defense of such claim. The Indemnifying Party shall not pay consent to the entry of any Judgment or settle enter into any settlement with respect to such claim without the prior written consent of the Indemnified Party unless such Judgment or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief (if any) for the claimant (other than customary and reasonable confidentiality obligations relating to such claim, Judgment or settlement), (ii) 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 (iii) 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’s consent, which consent shall not be unreasonably withheld. (c) If . In the event the Indemnifying Party does not notify or ceases to conduct the defense of such claim as so provided, (x) the Indemnified Party within thirty may defend against, and consent to the entry of any Judgment or enter into any settlement with respect to, such claim in any manner it may reasonably deem to be appropriate, (30y) days after receipt of subject to the Claim Notice that it elects to undertake limitations set forth in Section 8.3, the defense of the Indemnifiable Claim described therein, 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 (z) the Indemnifying Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that remain responsible for any Losses the Indemnified Party shall notify may suffer as a result of such claim to the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimfull extent provided in this Article 8.

Third Party Claims. (ai) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion claim, action at law or suit in equity is instituted by any a third party of any 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 against an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) Indemnified Party with respect to which another party hereto an Indemnified Party intends to claim indemnification for any Losses under Sections 9(a) or (an “Indemnifying Party”) is or may be obligated to provide indemnificationb), the as applicable, such Indemnified Party shall promptly notify give written notice to the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; providedsuch claim, that the action or suit with reasonable promptness. The failure to provide such give the notice required by this Section 9(d) with reasonable promptness shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide of its indemnification hereunder, obligations hereunder except to the extent that any damages directly resulted or were caused by the Indemnifying Party is actually prejudiced as a result of the failure to give such failurenotice. (bii) The Indemnifying Indemnified Party shall have thirty (30) days after receipt of the Claim Notice right to undertake, conduct and control, through counsel of its own choosing, the defense of such third party action or suit and shall do so in good faith; provided, however, that the Indemnifying Party may participate at its own expense, with counsel of its choosing, in the settlement defense of such third party action or suit although such action or suit shall be controlled by the Indemnified Party. If the Indemnified Party does not notify the Indemnifying Party that it is assuming the right to conduct and control the defense thereofof such third party action or suit when it delivers the initial notice of the third party claim, the Indemnifying Party shall have the right, at the expense of the Indemnifying Party, to conduct and control, through counsel of its choosing, the defense of such third party action or suit and shall do so in good faith; provided, however, that the Indemnified Party may participate at its own expense, with counsel of its choosing, in the defense of such third party action or suit although such action or suit shall be controlled by the Indemnifying Party. (iii) The Indemnified Party and the Indemnified Indemnifying Party shall cooperate with each other to the Indemnifying fullest extent possible in regard to all matters relating to the third-party claim, including, without limitation, corrective actions required by applicable Law, assertion of defenses, the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related thereto, access to the books and records of the Company and its Subsidiaries, and, if necessary, providing the party controlling the defense of the third party claim and its counsel with any powers of attorney or other documents required to permit the party controlling the defense of the third party claim and its counsel to act on behalf of the other party. (iv) Neither the Indemnified Party in connection therewith; provided, that (A) nor the Indemnifying Party shall permit the Indemnified Party to participate in settle any such settlement or defense through counsel chosen by the Indemnified Party (subject to third party claim without the consent of the Indemnifying Partyother party, which consent shall not be unreasonably withheld); provided, provided however, that if such settlement involves the reasonable fees payment of money only and expenses the release of all claims and the Indemnified Party is completely indemnified therefore and nonetheless refuses to consent to such counsel shall not be borne by the Indemnifying Partysettlement, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not cease to be unreasonably withheldobligated for such third party claim. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 Any compromise or settlement of any the claim under this Section 9(d) shall include as an unconditional term thereof the giving by the claimant in question to the Indemnifying Party and the Indemnified Party of a release of all liabilities in respect of such Indemnifiable Claimclaims.

Third Party Claims. (a) If a third party commences or threatens a Proceeding (a “Third-Party Claim”) against any party entitled to be indemnified pursuant to Buyer Indemnified Party or any Seller Indemnified Party (as that term is defined in Section 7.1 8.7 herein), as the case may be, (an the “Indemnified Party”) receives notice of the assertion by any third party of any 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 which another party hereto any matter that the Indemnified Party is entitled to make a claim for indemnification against Seller or Buyer, as the case may be (an the “Indemnifying Party”) is or may be obligated to provide indemnificationunder this Article VIII, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing (the “Claim Notice”) of the Indemnifiable Claimexistence of such Third-Party Claim and must deliver copies of any documents served on the Indemnified Party with respect to the Third-Party Claim to the Indemnifying Party; provided, however, that the any inadvertent failure to provide such notice shall not relieve or otherwise affect the obligation of notify the Indemnifying Party or to provide indemnification hereunder, except deliver copies will not relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent that any damages directly resulted or were caused extent) the Indemnifying Party is materially prejudiced by such failure. (b) The Upon receipt of the notice described in Section 8.5(a), the Indemnifying Party shall have thirty the right to defend the Indemnified Party against the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party so long as (30i) within ten days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expensesuch notice, the settlement or defense thereof, and Indemnifying Party notifies the Indemnified Party shall cooperate with in writing that the Indemnifying Party in connection therewithwill, subject to the limitations of this Article VIII, indemnify the Indemnified Party from and against any Losses the Indemnified Party may incur relating to or arising out of the Third Party Claim; provided, that (Aii) the Indemnifying Party shall permit provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder; (iii) the Indemnifying Party is not a party to the Proceeding or the Indemnified Party has determined in good faith that there would be no conflict of interest or other inappropriate matter associated with joint representation; (iv) the Third-Party Claim does not involve, and is not likely to involve, any claim by any Governmental Body; (v) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief; (vi) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; (vii) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently; and (viii) the Indemnifying Party keeps the Indemnified Party apprised of all developments, including settlement offers, with respect to the Third-Party Claim and permits the Indemnified Party to participate in such settlement or the defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and Third-Party Claim. (Bc) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable conducting the defense of the Third-Party Claim in good faithaccordance with Section 8.5(b), (i) the Indemnifying Party shall not be responsible for any attorneys’ fees incurred by the Indemnified Party shall not pay or settle such claim without regarding the Third-Party Claim (other than attorneys’ fees incurred prior to the Indemnifying Party’s consentassumption of the defense pursuant to Section 8.5(b)); and (ii) neither the Indemnified Party nor the Indemnifying Party shall consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the other party, which consent shall not be unreasonably withheldwithheld unreasonably. (cd) If any condition in Section 8.5(b) is or becomes unsatisfied, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third-Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party does not notify in connection therewith); (ii) the Indemnifying Party will reimburse the Indemnified Party within thirty promptly and periodically (30but no less often than monthly) days after receipt for the costs of defending against the Claim Notice that it elects to undertake Third-Party Claim, including attorneys’ fees and expenses; and (iii) the defense of the Indemnifiable Claim described therein, Indemnifying Party shall remain responsible for any Losses the Indemnified Party shall have may incur relating to or arising out of the right Third-Party Claim to contest, settle, or compromise the Indemnifiable Claim fullest extent provided 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 Claimthis Article VIII.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives Upon receipt of notice of a claim by the assertion by any third party of any claim or office of the commencement by any General Counsel or 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation other chief legal officer of the Indemnifying Party for indemnity from an Indemnified Party pursuant 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 after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expenseSection 18.3, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 contestassume the defense and control any claim arising out of or involving a claim or demand made by a third party against an Indemnified Party (a “Third Party Claim”), settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that but shall allow the Indemnified Party shall notify a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense; provided that if the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and, in the reasonable opinion of counsel to the Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential conflict between them, then, the applicable Indemnified Parties shall be entitled to participate in, but not control, any compromise such defense with one separate counsel at the reasonable expense of the Indemnifying Party. The Indemnifying Party shall select counsel of recognized standing and competence after consultation with the Indemnified Party and shall take all reasonably necessary steps in the defense or settlement of such Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party (not to be unreasonably withheld, delayed or conditioned), provided that the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such Indemnifiable settlement or judgment concurrently with the effectiveness of such settlement, (ii) ensure that such settlement does not encumber any of the material assets of any Indemnified Party or agree to any restriction or condition that would apply to or materially adversely affect any Indemnified Party or the conduct of any Indemnified Party’s business, (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim, and (iv) ensure that the settlement does not include any admission of wrongdoing or misconduct on the part of the Indemnified Party.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 7.2 (an “"Indemnified Party”") receives notice of the assertion by any third party ----------------- of any claim or of the commencement by any such third person party 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 Action (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with ------------------- respect to which another party hereto (an “"Indemnifying Party”") is or may be ------------------ obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) 30 days after receipt of the Claim Notice (unless the claim or Action requires a response before the expiration of such 30-day period, in which case the Indemnifying Party shall have until the date that is 10 days before the required response date) to acknowledge responsibility and undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (Ai) the Indemnifying Party shall permit -------- the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of -------- such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent's consent if the settlement requires the Indemnified Party to admit wrongdoing, which consent shall not be unreasonably withheldpay any fines or refrain from any action. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s 's consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days after receipt of the Claim Notice (or before the date that is 10 days before the required response date, if the claim or Action requires a response before the expiration of such 30 day period), that it acknowledges responsibility and elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, 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. (d) Anything contained in this Section 7.4 to the contrary notwithstanding, Sellers shall not be entitled to assume the defense for any Indemnifiable Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks (i) an order, injunction or other equitable relief or relief for other than money damages against Purchaser which Purchaser determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successful, would adversely affect the business, properties or prospects of the Company; provided, however, if such equitable -------- ------- relief portion of the Indemnifiable Claim can be so separated from that for money damages, Sellers shall be entitled to assume the defense of the portion relating to money damages or (ii) recovery of monetary damages in excess of the funds in the Escrow Account.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 Indemnity under this Article IX (an the “Indemnified PartyIndemnitee”) receives notice of the assertion by any third party of any 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”) proceeding with respect to which another any other party hereto (an or parties) is obligated to provide indemnification (the “Indemnifying Party”) is pursuant to Section 9.01 or may be obligated to provide indemnification9.02, the Indemnified Party Indemnitee shall promptly notify the Indemnifying Party promptly, but in writing (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 no event more than thirty (30) days after receipt notice of such claim, give the Indemnifying Party notice thereof. Except as provided below, the Indemnifying Party may compromise, settle or defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving the asserted liability of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expenseIndemnitee. In any event, the Indemnitee, the Indemnifying Party and the Indemnifying Party’s counsel shall cooperate in the compromise of, settlement or defense thereofagainst, any such asserted liability. Both the Indemnitee and the Indemnified Party shall cooperate with the Indemnifying Party may participate in connection therewith; providedthe defense of such asserted liability (provided that, so long as the Indemnifying Party is controlling the litigation, the expenses of counsel for the Indemnitee shall be borne by the Indemnitee) and neither may settle or compromise any claim over the reasonable objection of the other. Notwithstanding anything to the contrary contained herein, the Indemnitee may assume control of the defense or resolution of any such matter if the Indemnifying Party does not diligently defend or settle such matter, it being understood that (A) the Indemnifying Party shall permit continue to be obligated to indemnify the Indemnified Party to participate Indemnitee in connection with such settlement matter (including counsel expenses) and that the Indemnitee may not settle or defense through counsel chosen by the Indemnified Party (subject to compromise any such matter without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 chooses to undertake the defense of the Indemnifiable Claim described thereindefend any claim, the Indemnified Party Indemnitee shall have the right make available 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.Party,

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 under this Article VII shall have thirty (30) days after receipt of the Claim Notice right, but not the obligation, to undertake, conduct and control, through counsel of its own choosing, and at its expenseany third party claim, the settlement action, suit or defense thereofproceeding (a “Third Party Claim”), and the Indemnifying Party shall not consent to the entry of judgment or enter into any settlement with respect to a Third Party Claim without the prior written consent of the Indemnified Party shall cooperate (not to be unreasonably withheld or delayed) unless the judgment or proposed settlement involves (i) only the payment of money, (ii) does not impose an injunction or other equitable relief upon the Indemnified Party and (iii) includes as a term thereof the release of the Indemnified Party from all liability with respect to such Third Party Claim. 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 in connection therewith; provided, that (A) the which shall not be unreasonably withheld). The Indemnifying Party shall permit the Indemnified Party to participate in in, but not control, the defense of any such settlement action or defense suit through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), ; provided that the fees and expenses of such counsel shall be borne by the Indemnified Party; provided, further, that such Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, the reasonable fees and expenses of such separate counsel shall not to be borne by the Indemnifying PartyParty if, but only if, there is a conflict of interest between the Indemnified Party and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without in the Indemnified Party’s consent, which consent shall not be unreasonably withheldconduct of the defense of such Third Party Claim. So long as If the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faithelects not to control or conduct the defense or prosecution of a Third Party Claim, the Indemnified Party shall not pay or settle such claim without control and conduct (at the Indemnifying Party’s consentexpense) the Third Party Claim and the Indemnifying Party nevertheless shall have the right to participate in the defense or prosecution of any Third Party Claim and, which consent at its own expense, to employ counsel of its own choosing for such purpose. (b) The Parties hereto shall not cooperate in the defense or prosecution of any Third Party Claim, with such cooperation to include (i) the retention and the provision to the Indemnifying Party records and information that are reasonably relevant to such Third Party Claim, and (ii) the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder, and (iii) providing such other information, documentation and assistance as may be unreasonably withheldreasonably requested by the Indemnifying Party. (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 The Indemnified Party shall have the right to contest, settle, or compromise request that the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that Indemnifying Party seek to dismiss the Indemnified Party shall notify for any Third Party Claims and the Indemnifying Party shall use its commercially reasonable effort to cause such dismissal. (d) In the event that an Indemnifying Party makes any payment in respect of Section 7.3(c), the Seller shall cause DISH to be subrogated to all of the Seller’s right, title and interest arising in respect thereof, including any compromise right, title or settlement of interest in any such Indemnifiable ClaimNotes or under the Collateral Documents or any payments in respect thereof under the Plan.

Third Party Claims. (a) If any Upon receipt by the party entitled seeking to be indemnified pursuant to Section 7.1 9.02 (an “Indemnified Party”the "Indemnitee") receives of notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitrationproceedings, hearingaudit, inquiryclaim, proceedingdemand or assessment (each, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such a "Claim") against it which might give rise to a claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationfor Damages, the Indemnified Party Indemnitee shall promptly notify give prompt written notice thereof (which shall be within 20 days of receipt by the Indemnifying Party in writing Indemnitee of such Claim) to the party from which it seeks to be indemnified (the “"Indemnitor") indicating the nature of such Claim Notice”) of and the Indemnifiable Claimbasis therefor; provided, however, that any delay or failure by the failure Indemnitee to provide such give notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent Indemnitor shall relieve the Indemnitor of its obligations hereunder only to the extent, if at all, that any damages directly resulted it is materially prejudiced by reason of such delay or were caused by such failure. (b) The Indemnifying Party Indemnitor shall have thirty (30) days after receipt the right, at its option, to assume the defense of, at its own expense and by its own counsel, any such Claim. Assumption of the defense of any Claim Notice by the Indemnitor shall not prejudice the right of the Indemnitor to undertakeclaim at a later date that such Claim is not a proper matter for indemnification pursuant to this Article IX. If the Indemnitor shall undertake to compromise or defend any such Claim, conduct and control, through counsel it shall promptly notify the Indemnitee of its own choosing, and at its expense, the settlement or defense thereofintention to do so, and the Indemnified Party Indemnitee agrees to cooperate fully with the Indemnitor and its counsel in the compromise of, or defense against, any such Claim; provided, however, that the Indemnitor shall not settle any such Claim without the prior written consent of the Indemnitee (which consent will not be unreasonably withheld) unless the relief consists solely of money damages and includes a provision whereby the plaintiff or claimant in the matter releases the Indemnitee from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnitee shall have, upon giving prior written notice to the Indemnitor, the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnitor shall not have employed counsel reasonably satisfactory to the Indemnitee to represent it within a reasonable time after notice of the institution of such action or proceeding, (ii) the Indemnitee shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnitor inappropriate, (iii) the Indemnitor is not defending a Claim, or (iv) the Indemnitor shall have authorized the Indemnitee to employ separate counsel at the Indemnitor's expense, and in each such case the Indemnitee may defend such Claim on behalf of and for the account and risk of the Indemnitor. In any event, the Indemnitee and its counsel shall cooperate with the Indemnifying Party Indemnitor and its counsel and keep such counsel informed of all developments relating to any such Claims, provide copies of all relevant correspondence and documentation relating thereto, and shall not assert any position in any proceeding inconsistent with that asserted by the Indemnitor. All costs and expenses incurred in connection therewith; providedwith the Indemnitee's cooperation shall be borne by the Indemnitor. In any event, that (A) the Indemnifying Party Indemnitee shall permit have, upon giving prior written notice to the Indemnified Party Indemnitor, the right at its own expense to participate in the defense of such asserted liability. In no event shall the Indemnitee consent to any judgment or entry into any settlement or defense through counsel chosen by without the Indemnified Party (subject to the written consent of the Indemnifying Party, Indemnitor (which consent shall will not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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. (a) If Promptly after the receipt by any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives hereto of notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suitsuit or proceeding (whether commenced or threatened) by any person who is not a party to this Agreement (collectively, arbitrationan "Action") which is subject to indemnification hereunder, hearingsuch party (the "Indemnified Party") shall give reasonable written notice to the party from whom indemnification is claimed (the "Indemnifying Party"). The Indemnified Party shall be entitled, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator at the sole expenses and an appeal from any liability of the foregoing (Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “unless the Indemnifying Party”, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) is or may be obligated admit in writing to provide indemnificationthe Indemnified Party, the Indemnifying Party's liability to the Indemnified Party shall promptly for such Action under the terms of this Section 6; (ii) notify the Indemnifying Indemnified Party in writing (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's intention to assume the defense thereof and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to provide indemnification hereunder, except to conduct the extent that any damages directly resulted or were caused by defense of such failure. (b) Action. The Indemnifying Indemnified Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Indemnifying Party shall cooperate with the Indemnifying Party in connection therewith; providedparty assuming the defense, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such compromise or settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim Action in good faith, the Indemnified Party shall not pay or settle accordance herewith in any manner that such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) party reasonably may request. 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 so assumes the defense of the Indemnifiable Claim described thereinany such Action, the Indemnified Party shall have the right to contestemploy separate counsel and to participate in (but not control) the defense, settlecompromise, or compromise settlement thereof, but the Indemnifiable Claim in fees and expenses of such counsel shall be the exercise expenses of its reasonable discretion; providedthe Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, that (ii) any relief other than the payment of money damages is sought against the Indemnified Party, (iii) the Indemnified Party shall notify have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party or (iv) the Indemnified Party shall have been advised by counsel that representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, and, in any such case, the fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnifying Party shall settle or compromise any such Action in which any relief other than the payment of money damages is sought against any Indemnified Party unless the Indemnified Party consents in writing to such compromise or settlement of settlement. No Indemnified Party shall settle or compromise any such Indemnifiable ClaimAction for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, unless the Indemnifying Party shall have failed, after reasonable notice thereof, to undertake control of such Action in the manner provided above in this Section 6.

Third Party Claims. (ai) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suitsuit or ------------------ proceeding (an "Action") is brought by a third party against an indemnified party, arbitration, hearing, inquiry, proceeding, complaint, charge the Action shall be defended by the indemnifying party and such defense shall include all appeals or investigation by or before any governmental entity or arbitrator and an appeal from any reviews that counsel for the indemnifying party shall deem appropriate. Until the indemnifying party shall have assumed the defense of the foregoing (any such claim Action, or Action being referred if the indemnified party shall have reasonably concluded that there are likely to herein as an “Indemnifiable Claim”) with respect be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party (in which another case the indemnifying party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve be entitled to assume the defense of such Action), all legal or otherwise affect other expenses reasonably incurred by the obligation of indemnified party shall be borne by the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failureindemnifying party. (bii) The Indemnifying Party shall have thirty (30) days after receipt In any Action initiated by a third party and defended by the indemnifying party, subject to the confidentiality provisions of the Claim Notice to undertakethis Agreement, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party indemnified party shall permit have the Indemnified Party right to participate in be represented by advisory counsel and accountants, at its own expense, (B) the indemnifying party shall keep the indemnified party fully informed as to the status of such settlement Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (C) the indemnified party shall make available to the indemnifying party, and its attorneys and accountants, all books and records of the indemnified party relating to such Action and (D) the parties shall render to each other such assistance as may be reasonably required for the proper and adequate defense through counsel chosen of such Action. (iii) In any Action initiated by a third party and defended by the Indemnified Party (subject to indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the Indemnifying Partyindemnified party, which consent shall not be unreasonably withheld)withheld or delayed. Consent shall be presumed in the case of settlements of $100,000 or less where the indemnified party has not responded within ten business days of notice of a proposed settlement. Without limiting the generality of the foregoing, provided that the reasonable fees and expenses of such counsel it shall not be borne by deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the Indemnifying Partyindemnified party or its assets, and (B) the Indemnifying Party employees or business. Consent shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 presumed in the exercise case of its reasonable discretion; provided, that settlements of $100,000 or less where the Indemnified Party shall notify the Indemnifying Party indemnified party has not responded within ten business days of any compromise or settlement notice of any such Indemnifiable Claima proposed settlement.

Third Party Claims. (a) If Promptly after the receipt by any party entitled ------------------ to be indemnified indemnification (the "Indemnified Party") pursuant to this ----------------- Section 7.1 (an “Indemnified Party”) receives 6 or notice of the assertion by any third party commencement of any action against such Indemnified Party by a third party, such Indemnified Party shall, if a 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 thereto is to which another be made against any party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationindemnification (the "Indemnifying Party") pursuant to this ------------------ Section 6, the Indemnified Party shall promptly notify the give such Indemnifying Party written notice thereof in writing (the “Claim Notice”) reasonable detail in light of the Indemnifiable Claim; provided, that the circumstances then known to such Indemnified Party. The failure to provide give such notice shall not relieve or otherwise affect the obligation of the any Indemnifying Party to provide indemnification hereunderfrom any obligation hereunder except where, except and then solely to the extent that any damages directly resulted or were caused by that, such failure. (b) The failure actually and materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right to undertakedefend such claim, conduct at such Indemnifying Party's expense and control, through with counsel of its own choosingchoice reasonably satisfactory to the Indemnified Party, provided that the Indemnifying Party conducts the defense of such claim actively and at its expensediligently. If the Indemnifying Party assumes the defense of such claim, the settlement or defense thereof, and the Indemnified Party shall agrees to reasonably cooperate with in such defense so long as the Indemnified Party is not materially prejudiced thereby. So long as the Indemnifying Party is conducting the defense of such claim actively and diligently, the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in connection therewith; providedthe defense of such claim, that (A) and neither any Indemnifying Party nor any Indemnified Party will consent to the entry of any judgment or enter into any settlement with respect to such claim without the prior written consent of the other, which consent will not be unreasonably withheld. In the event the Indemnifying Party shall permit does not or ceases to conduct the defense of such claim actively and diligently, (w) the Indemnified Party may defend against such claim in any manner it may reasonably deem to participate in such settlement or defense through counsel chosen by be appropriate, (x) upon receiving the Indemnified Party (subject to the prior written consent of the Indemnifying Party, which consent shall will not be unreasonably withheld), provided that the reasonable fees and expenses Indemnified Party may consent to the entry of any judgment or enter into any settlement with respect to such counsel shall not be borne by the Indemnifying Partyclaim, and (By) the Indemnifying Party shall not settle any Indemnifiable Claim without will reimburse the Indemnified Party’s consentParty promptly and periodically for the costs of defending against such claim, which consent shall not be unreasonably withheld. So long as including reasonable attorneys' fees and expenses, and (z) the Indemnifying Party is vigorously contesting will remain responsible for any such Indemnifiable Claim in good faith, Losses the Indemnified Party shall not pay or settle Indemnitee may suffer as a result of such claim without to the Indemnifying Party’s consent, which consent shall not be unreasonably withheldfull extent provided in this Section 6. (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. (a) If Any Indemnified Party seeking or intending to seek indemnification under this Agreement in respect of, arising out of or involving any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge demand or investigation Proceeding made by any Person who is not a Party or before any governmental entity or arbitrator and an appeal from any of the foregoing Affiliate thereof (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) against the Indemnified Party shall promptly give a Claim Notice to the Indemnitor(s) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationthe Third Party Claim. Thereafter, the Indemnified Party shall promptly notify deliver to the Indemnifying Indemnitor, after the Indemnified Party’s receipt thereof, copies of all notices, pleadings, demands and documents received by the Indemnified Party in writing (or its Affiliates or Representatives relating to the “Claim Notice”) of the Indemnifiable Third Party Claim; provided, that the . The failure to provide such give notice as provided in this Section 11.5 shall not relieve or otherwise affect the obligation Indemnitor of the Indemnifying Party to provide indemnification hereunder, its obligations hereunder except to the extent that any damages directly resulted or were caused it shall have been prejudiced by such failure. (b) The Indemnifying In the event of a Third Party Claim, the Indemnitor shall have thirty the sole and absolute right, at its election (30within twenty (20) days after Business Days following its receipt of the Claim Notice from the Indemnified Party with respect to undertake, conduct and control, through counsel of its own choosing, such Third Party Claim) and at its expense, the settlement to control, defend against, negotiate, settle or defense thereofotherwise deal with such Third Party Claim using counsel of its choice; provided, and however, that the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to may participate in any such settlement proceeding with counsel of its choice and at its sole expense. The Indemnitor shall not settle or defense through counsel chosen by otherwise compromise any such Third Party Claim without the consent of the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that conditioned or delayed) if the reasonable fees and expenses of such counsel shall settlement does not be borne include as a term thereof the giving by the Indemnifying Party, and (BPerson(s) the Indemnifying asserting such Third Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, to the Indemnified Party shall not pay or settle of a release from all liability with respect to such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) Third Party Claim. If the Indemnifying Party Indemnitor does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects so elect to undertake the defense of the Indemnifiable Claim described thereinsuch Third Party Claim, the Indemnified Party shall have the right to contest, settle, or compromise undertake the Indemnifiable Claim in defense against the exercise of its reasonable discretionThird Party Claim; provided, that the Indemnified Party shall notify not settle or otherwise compromise any such Third Party Claim without the Indemnifying Party consent of any compromise the Indemnitor (which consent shall not be unreasonably withheld, conditioned or delayed). The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnifiable Third Party Claim. (c) To the extent of any inconsistency between this Section 11.5 and Section 8.1(f) (relating to Tax Contests), the provisions of Section 8.1(f) shall control with respect to Tax Contests.

Third Party Claims. (a) If In the event that Indemnified Party desires to make a claim against Indemnifying Party under Section 9.1 above in connection with any party entitled to be indemnified pursuant to Section 7.1 (an “action, suit, proceeding or demand at any time instituted against or made upon Indemnified Party”) receives notice of the assertion Party by any third party of any 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 for which Indemnified Party may seek indemnification hereunder (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification), the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “of such Third Party Claim Notice”) and of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation Indemnified Party’s claim 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 with respect thereto. Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice such notice to notify Indemnified Party in writing if it has elected to undertake, conduct and control, through counsel of its their own choosingchoosing (subject to the consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed) and at its their sole risk and expense, the good faith settlement or defense thereofof such Third Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that : (Aa) all settlements require the Indemnifying Party shall permit prior reasonable consultation with the Indemnified Party and the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, and (b) the Indemnified Party shall be entitled to participate in such settlement or defense through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel shall be borne by the Indemnified Party. So long as the Indemnifying Party is contesting any such Third Party Claim in good faith, the indemnified party or parties shall not pay or settle any such Third Party Claim; provided, however, that notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such Third Party Claim at any time, provided that in such event they shall waive any right of indemnification therefor by the Indemnifying Party. If the Indemnifying Party does not make a timely election to undertake the good faith defense or settlement of the Third Party Claim as aforesaid, or if the Indemnifying Party fails to proceed with the good faith defense or settlement of the matter after making such election, then, in either such event, the Indemnified Party shall have the right to contest, settle or compromise (subject to provided that all settlements or compromises require the prior reasonable consultation with the Indemnifying Party and the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that conditioned or delayed) the reasonable fees Third Party Claim at their exclusive discretion, at the risk and expenses expense of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion a claim by any a third party of is made against any 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”) Indemnified Party with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated the Indemnified Party intends to provide indemnificationseek indemnification hereunder for any Loss under this Article VIII, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claimsuch claim; provided, however, that no delay or failure in delivering any such Claim Certificate shall in any manner limit any Indemnified Party’s rights hereunder unless and only to the failure to provide such notice shall not relieve or otherwise affect the obligation of extent the Indemnifying Party to provide indemnification hereunder, except is actually and materially prejudiced thereby. Subject to the extent that any damages directly resulted or were caused by such failure. (b) The provisions of this Section 8.7(a), the Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right, but not the obligation, to undertake, conduct and control, through counsel of its own choosingchoosing that is reasonably acceptable to the Indemnified Party, and at its expense, the settlement or defense thereofany third-party Action (a “Third-Party Claim”), and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewithmay compromise or settle the same; provided, however, that (A) the Indemnifying Party shall permit give the Indemnified Party to participate in such advance notice of any proposed compromise or settlement and the Indemnifying Party shall not compromise or defense through counsel chosen by settle any Third-Party Claim without the prior written consent of the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that conditioned or delayed) unless such compromise or settlement (x) provides for no relief other than the reasonable fees and expenses payment of such counsel shall not be monetary damages borne solely by the Indemnifying Party, (y) does not include any admission of wrongdoing or violation of Law on the party of the Indemnified Party or its Affiliates and (Bz) includes as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all Liability in respect thereof; provided, further, that the Indemnifying Party shall not settle have no right to conduct or control any Indemnifiable Third-Party Claim without (i) if the Indemnifying Party fails to notify the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 the Indemnified Party has given notice of the Third-Party Claim Notice to the Indemnifying Party, that it elects to undertake the Indemnifying Party is assuming the defense of such Third-Party Claim; (ii) unless the Indemnifiable Indemnifying Party expressly agrees in writing that such Indemnifying Party shall be liable for all Losses related to such Third-Party Claim, (iii) if the Third-Party Claim described thereinseeks equitable relief against the Indemnified Party; (iv) in the case where Seller is the Indemnifying Party if the Losses claimed in connection therewith involve an amount in excess of the amount then available for indemnification with respect to such matter in light of the limitations set forth in this Article VIII; (v) if upon the written advice of outside counsel, the Indemnified Party determines in good faith that an actual conflict of interest exists which, under applicable principles of legal ethics, would reasonably be expected to prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in such Action; (vi) if such Third-Party Claim is brought by a Governmental Authority or alleges criminal violation of any Law; (vii) if such Third-Party Claim involves a Material Customer or (viii) if such Third Party Claim involves a Material Supplier and the reasonably anticipated Losses with respect to such claim are $1,000,000 or less. (b) Unless and until the Indemnifying Party elects to control or conduct the defense of any Third-Party Claim in accordance with (and to the extent permitted by) Section 8.7(a), the Indemnified Party shall have the right to contest, settle, control or compromise conduct the Indemnifiable Claim in the exercise defense of its reasonable discretionsuch Third-Party Claim; provided, that (i) in such event, the Indemnified Party shall notify diligently conduct such defense (including the making of all filings and responses due during such time) and (ii) no Indemnified Party may compromise or settle any Third-Party Claim for which it is seeking indemnification hereunder without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not (or, pursuant to Section 8.7(a), is not permitted to) elect 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 compromise or settlement Third-Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. An Indemnifying Party will lose any previously acquired right to control the defense of any Third-Party Claim if for any reason the Indemnifying Party ceases (after notice and reasonably opportunity to cure) to actively, competently and diligently conduct the defense. (c) The Parties shall reasonably cooperate in the defense or prosecution of any Third-Party Claim, with such Indemnifiable cooperation to include (i) the retention and the provision of any non-confidential Indemnifying Party records and information that are reasonably relevant to such Third-Party Claim, and (ii) the use of commercially reasonable efforts to make available employees of the Indemnifying Party and Indemnified Party who possess material information relevant to such Third-Party Claim on a mutually convenient basis for providing additional information and explanation of any material provided hereunder.

Third Party Claims. An Indemnified Person (a) If any shall give the party entitled required to be indemnified pursuant to Section 7.1 make such payment (an “Indemnified "Indemnifying Party”") receives prompt notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, actiondemand, suit, arbitration, hearing, inquiry, proceeding, complaint, charge proceeding or investigation action ("Claim") 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, person against the Indemnified Party Person, (b) shall promptly notify consult with the Indemnifying Party as to the procedure to be followed in writing defending, settling, or compromising the Claim, (the “Claim Notice”c) shall not consent to any settlement or compromise of the Indemnifiable Claim; provided, that Claim without the failure to provide such notice shall not relieve or otherwise affect the obligation written consent of the Indemnifying Party (which consent, unless the Indemnifying Party has elected to provide indemnification hereunderassume the exclusive defense of such Claim, except shall not be unreasonably withheld or delayed), and (d) shall permit the Indemnifying Party, if he or it so elects, to assume the extent that exclusive defense of such Claim, all at the cost and expense of the Indemnifying Party. If the Indemnified Person shall (i) fail to notify or to consult with the Indemnifying Party with respect to any damages directly resulted Claim in accordance with subparagraph (a) or were caused by such failure. (b) The above or (ii) consent to the settlement or compromise of any Claim without having received the written consent of the Indemnifying Party (unless, if the Indemnifying Party has not elected to assume the exclusive defense of such Claim or the consent of the Indemnifying Party is unreasonably withheld or delayed), the Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel be relieved of its own choosingindemnification obligation with respect to such Claim. If the Indemnifying Party shall elect to assume the exclusive defense of any Claim, and at its expense, it shall notify the settlement or defense thereofIndemnified Person in writing of such election, and the Indemnifying Party shall not be liable hereunder for any fees or expenses of the Indemnified Party Person's counsel relating to such Claim after the date of delivery to the Indemnified Person of such notice of election. In the event of such election, the Indemnified Person shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) and provide it with access to all books and records of the Indemnified Person relevant to the Claim. The Indemnifying Party shall permit will not compromise or settle any Claim without the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the written consent of the Indemnifying Party, Indemnified Person (which consent shall not be unreasonably withheld), withheld or delayed) if the relief provided that the reasonable fees is other than monetary damages and expenses of such counsel shall not be borne by the Indemnifying Party, relief would materially and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without adversely affect the Indemnified Party’s consent, which consent shall not be unreasonably withheldPerson. So long as Notwithstanding the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faithforegoing, the Indemnified Party shall not pay party which defends any Claim shall, to the extent required by applicable insurance policies, share or settle give control thereof to any insurer with respect to 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. (ai) If any Promptly after receipt by an indemnified party entitled to be indemnified pursuant to under Section 7.1 7(a), (an “Indemnified Party”b), (c) receives or (d) hereof of notice of the assertion by any third party of any claim or Proceeding for which it may seek indemnification hereunder, such indemnified party shall, if a claim is to be made EXECUTION COPY against an indemnifying party under such Section, give notice to the indemnifying party 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationProceeding, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that but the failure to provide such notice shall notify the indemnifying party will not relieve or otherwise affect the obligation indemnifying party of the Indemnifying Party any liability that it may have to provide indemnification hereunderany indemnified party, except to the extent that any damages directly resulted the indemnifying party demonstrates that the defense of such claim or were caused Proceeding is prejudiced by the indemnifying party's failure to receive such failurenotice. (bii) The Indemnifying Party shall have thirty (30) days after receipt If an indemnified party gives notice to the indemnifying party of the Claim Notice commencement of such claim or Proceeding pursuant to undertake, conduct and control, through counsel of its own choosing, and at its expenseSection 7(e)(i), the settlement or defense thereof, and the Indemnified Party indemnifying party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party be entitled to participate in such settlement claim or defense through counsel chosen by the Indemnified Party (subject Proceeding, and, to the consent extent that it wishes (unless the indemnifying party is also a party to such claim or Proceeding and the indemnified party determines in good faith that joint representation would result in a conflict of interest), to assume the control of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees investigation and expenses defense of such claim or Proceeding with counsel shall not be borne by reasonably satisfactory to the Indemnifying Partyindemnified party and, and (B) after notice from the Indemnifying Party shall not settle any Indemnifiable Claim without indemnifying party to the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 indemnified party of the Claim Notice that it elects its election to undertake assume the defense of the Indemnifiable Claim described thereinsuch claim or Proceeding, the Indemnified Party indemnifying party shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 7 for any fees of other counsel or any other expenses with respect to the defense of such claim or Proceeding. If the indemnifying party assumes the defense of a claim or Proceeding, (1) no compromise or settlement of such claim or Proceeding may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (2) the indemnifying party shall have the right no liability with respect 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 such claim or Proceeding effected without its consent. (iii) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a claim or Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such claim or Proceeding, but the indemnifying party shall not pay defense costs and shall not be bound by or liable for any such Indemnifiable Claimdetermination of a claim or Proceeding so defended or any compromise or settlement thereof.

Third Party Claims. (ai) If any Promptly after receipt by a party entitled to be indemnified pursuant to under this Section 7.1 7 (an “"Indemnified Party”") receives of notice of the assertion by any third party commencement of any Action for which the Indemnified Party intends to assert a 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 which for indemnification against another party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnificationunder this Section 7, the Indemnified Party shall promptly notify give notice to the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure commencement of such Action with reasonable promptness (so as to provide such notice shall not relieve or otherwise affect the obligation of prejudice the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failureParty's rights). (bii) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party be entitled to participate in any Action described in Section 7.5(a)(i) above and, to the extent that it wishes, to assume the defense of such settlement or defense through Action with counsel chosen by reasonably satisfactory to the Indemnified Party (subject to Party. Following the consent assumption of the defense by an Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle be liable for any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, subsequent fees of legal counsel or other expenses incurred by the Indemnified Party shall not pay or settle 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 in connection with the defense of the Indemnifiable Claim described thereinsuch Action, and the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim participate in the exercise of defense with its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any own counsel at its own expense. No compromise or settlement of any claims in an Action shall be binding on an Indemnifying Party for purposes of the Indemnifying Party's indemnity obligations under this Agreement without the Indemnifying Party's express written consent. The Indemnifying Party may not compromise or settle any claims in an Action without the Indemnified Party's express written consent, which shall not be unreasonably withheld, unless the compromise or settlement involves only the payment of money (which is paid by the Indemnifying Party) and does not include any admission of liability by the Indemnified Party. (iii) A party granted the right to direct the defense of any Action under this Section 7.5 shall (A) keep the other parties hereto informed of material developments in the Action, (B) promptly submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received in connection with the Action, (C) permit the other parties and their counsel, to the extent practicable, to confer on the conduct of the defense of the Action, and (D) to the extent practicable, permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission. The parties shall make available to each other and each other's counsel and accountants all of their books and records relating to the Action, and each party shall provide to the others such Indemnifiable Claimassistance as may be reasonably required to insure the proper and adequate defense of the Action. Each party shall use its good faith efforts to avoid the waiver of any privilege of another party. The assumption of the defense of any Action by an Indemnifying Party shall not constitute an admission of responsibility to indemnify or in any manner impair or restrict the Indemnifying Party's rights to later seek to be reimbursed its costs and expenses if indemnification under this Agreement with respect to the Action was not required.

Third Party Claims. (a) If any party entitled to Proceeding shall be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion brought or asserted by any third party of any 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 a “Indemnifiable ClaimThird Party Proceeding”) with respect which, if adversely determined, could entitle the Indemnified Party to which another party hereto (an “Indemnifying Party”) is or may be obligated indemnity pursuant to provide indemnificationthis Section 5.2, the Indemnified Party shall promptly within thirty (30) days notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claimsame in writing, specifying in detail the basis of such Third Party Proceeding and the facts pertaining thereto and attaching a copy of any summons, complaint or other pleading served upon the Indemnified Party; providedprovided that, that the failure to provide such notice so notify an Indemnifying Party shall not relieve or otherwise affect the obligation Indemnifying Party of its obligations hereunder except to the extent such failure shall have materially harmed the Indemnifying Party. The Indemnifying Party may, in its discretion, elect to assume and control the defense of such Third Party Proceeding (such election to be without prejudice to the right of the Indemnifying Party to provide indemnification hereunderdispute whether such Third Party Proceeding is an indemnifiable Loss under this Article V), except to the extent that any damages directly resulted or were caused which defense shall be prosecuted vigorously by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party to a final conclusion or settled in connection therewithaccordance with this Section 5.2.4(b); provided, that provided that, (Ai) the Indemnifying Party shall permit reasonably consult with the Indemnified Party with respect to participate in the handling of such settlement or defense through Third Party Proceeding and the Indemnifying Party must employ counsel chosen by reasonably satisfactory to the Indemnified Party; (ii) the Indemnifying Party (subject to shall not settle or compromise any Third Party Proceeding without the express written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld), provided withheld or delayed; and (iii) if such Third Party Proceeding is one in which the named parties include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised by counsel that there may be legal defenses available to the reasonable fees and expenses of such counsel shall not be borne by Indemnified Party which are different from or additional to those available to the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without be entitled, at the Indemnifying Indemnified Party’s consentsole cost, 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 risk and expense, 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 separate counsel of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimown choosing.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 indemnifiable hereunder (an “"Indemnified Party”") receives notice of the assertion by any third party of any 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 action (any such claim or Action action being referred to herein as an “"Indemnifiable Claim”") with respect to which another any other party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “"Claim Notice”") of the Indemnifiable Claim; provided, however, 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 Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s 's consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s '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 thereintherein or does not undertake and pursue vigorously the defense of such Indemnifiable Claim, the Indemnified Party shall have the right to contest, settle, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, however, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim. (d) Anything contained in this Section 6.3 to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Indemnifiable Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks an order, injunction or other equitable relief or relief for other than money damages against any Investor which such Investor determines, after conferring with its counsel, cannot be separated from any related claim for money damages.

Third Party Claims. (a) If In the event of the commencement by any Person of any third-party entitled claim or Proceeding (whether against Purchaser, the Company, Seller, any other Indemnitee or any other Person that Purchaser believes may result in a claim for indemnification pursuant to this Article 8, the party proposing to be indemnified pursuant to Section 7.1 (an the “Indemnified Party”) receives notice of shall promptly, but in any event within twenty (20) Business Days following the assertion by any third party of any claim or of Indemnified Party’s actual knowledge thereof, notify 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 Person from any of whom it is seeking indemnification hereunder (the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated of such claim and provide the Indemnifying Party the opportunity to participate in any defense of such claim as hereinafter provided; provided, however, that failure of the Indemnified Party to provide indemnificationnotice to the Indemnifying Party as provided herein shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is prejudiced thereby. If the Indemnifying Party does not elect to undertake and conduct the defense of the third-party claim pursuant to Section 8.5(c), the Indemnified Party will have the right to conduct the defense and settle such third-party claim; provided; however; that, without the consent of the Indemnifying Party, no settlement of any third-party claim will be determinative of the amount of Damages relating to such matter or whether any Indemnified Party is entitled to indemnification hereunder with respect to such third-party claim. If the Indemnifying Party consents to any settlement, it will have no power to or authority to object to the amount or validity of the claim subject to and as set forth in such settlement. If the Indemnifying Party does not elect to undertake and conduct the defense of the third-party claim, the Indemnified Party shall promptly notify use all reasonable efforts to defend such claim. (b) If the Indemnified Party so proceeds with the defense of any such claim or Proceeding: (i) then, provided such claim would give rise to a right of recovery for Damages hereunder if adversely determined, any amounts incurred or accrued by the Indemnified Parties in defense or settlement of such third party claim, regardless of the outcome of such claim, shall be deemed Damages hereunder; provided, however, that such amounts shall be subject to the same limitations set forth in Section 8.1(b) as the limitations applicable to the underlying claim; and (ii) the Indemnified Party shall keep the Indemnifying Party informed of all material developments and events relating to such claim or Proceeding. (c) Any Indemnifying Party shall be entitled to participate in writing the defense of a third party claim giving rise to an Indemnified Party’s claim for indemnification at Indemnifying Party’s expense, and at its option (subject to the “Claim Notice”limitations set forth below) shall be entitled to assume the defense thereof by appointing reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense if the Indemnifying Party agrees to accept its indemnification obligation with respect to such defense without qualification (other than any applicable limitations on such indemnification obligation otherwise set forth herein) and provided that: (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Party (other than any fees and expenses of such separate counsel that are incurred prior to the date the Indemnifying Party effectively assumes control of such defense which, notwithstanding the foregoing, shall be borne by the Indemnifying Party) except that the Indemnifying Party shall pay all of the Indemnifiable Claimfees and expenses of such separate counsel if the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; provided, 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 pay such failure. (bfees and expenses under this Section 8.5(c)(i) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (be subject to the consent of same limitations set forth in Section 8.1(b) as the Indemnifying Party, which consent shall not be unreasonably withheld), provided that limitations applicable to the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and underlying claim; (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party’s consent) if (1) the claim seeks an injunction or equitable relief against the Indemnified Party; (2) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; (3) upon petition by the Indemnified Party, which consent shall not the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim; (4) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; or (5) the Damages relating to the claim are reasonably expected to exceed the maximum amount that such Indemnified Party could then be unreasonably withheld. So long as entitled to recover under the applicable provisions of Article 8; (iii) if the Indemnifying Party is vigorously contesting not entitled to assume the defense of a claim as provided in Section 8.5(c)(ii), then the Indemnifying Party shall pay the fees and expenses of the Indemnified Party; provided that the obligation of the Indemnifying Party to pay such fees and expenses under this Section 8.5(c)(iii) shall be subject to the same limitations set forth in Section 8.1(b) as the limitations applicable to the underlying claim; and (iv) if the Indemnifying Party shall assume the defense of any such Indemnifiable Claim in good faithclaim, the Indemnified Indemnifying Party shall not pay settle, adjust or settle compromise such claim or Proceeding without the Indemnifying prior written consent of the Indemnified Party’s consent, which consent shall not be unreasonably withheld. (cd) If Each party hereto shall make available to the Indemnifying Party does not notify other parties hereto any documents and materials in the Indemnified Party within thirty (30) days after receipt possession or control of the Claim Notice such party that it elects may be necessary to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, any third party claim 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 ClaimProceeding under this Section 8.5.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice In the event of the assertion or commencement by any third party Person of any claim or of the commencement by proceeding (whether against any such third person of Parent Indemnified Person, Target Indemnified Person, or 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”other Person) with respect to which another party hereto (an “Indemnifying Party may become obligated to indemnify, hold harmless, compensate or reimburse any Parent Indemnified Person or Target Indemnified Person pursuant to this ARTICLE VII, the Parent Indemnified Person or Target Indemnified Person shall have the right, at its election, to proceed with the defense of such claim or proceeding on its own with counsel reasonably satisfactory to the Indemnifying Party”) is . If the Parent Indemnified Person or may be obligated to provide indemnification, Target Indemnified Person so proceeds with the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) defense of the Indemnifiable Claim; provided, that the failure to provide any such notice shall not relieve claim 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.proceeding: (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (Ai) the Indemnifying Party shall permit make available to the Parent Indemnified Person or Target Indemnified Person, as the case may be, any documents and materials in their possession or control that may be necessary to the defense of such claim or proceeding; (ii) the Parent Indemnified Person or Target Indemnified Person, as the case may be, shall keep the Indemnifying Party informed of all material developments and events relating to participate in such settlement claim or defense through counsel chosen by proceeding; and (iii) the Parent Indemnified Person or Target Indemnified Person, as the case may be, shall have the right to settle, adjust or compromise such claim or proceeding only upon the prior written consent of the Indemnifying Party (subject such consent not to be unreasonably withheld or delayed). If the Parent Indemnified Person or Target Indemnified Person settles, adjusts or compromises any such claim or proceeding without the consent of the Indemnifying Party, which consent such settlement, adjustment or compromise shall not be unreasonably withheld), provided conclusive evidence of the amount of Damages incurred by the Parent Indemnified Person or Target Indemnified Person in connection with such claim or proceeding (it being understood that if the Parent Indemnified Person or Target Indemnified Person requests that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying PartyParty consents to a settlement, and (B) adjustment or compromise, the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s unreasonably withhold or delay such consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of shall notify an Indemnified Party in writing with respect to any matter involving a 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 party (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) with respect and such Indemnified Party believes such claim would give rise to which another party hereto (an “a claim for indemnification against the Indemnifying Party”) is or may be obligated to provide indemnificationParty under this Article 7, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Indemnifiable Third Party Claim; provided, that a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure to provide such notice so notify the Indemnifying Party shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, of its obligations hereunder except to the extent that any damages directly resulted or were caused the Indemnifying Party shall have been materially prejudiced by such failure. (b) The 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 after of receipt of the Claim Notice to undertakeNotice, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim and acknowledging to the Indemnified Party in writing that it would have an indemnity obligation for any Losses resulting from or arising out of such Third Party Claim as provided under this Article 7, and upon delivery of such notice and acknowledgement by the Indemnifying Party, the Indemnifying Party shall have the right to 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 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 connection therewith; provided, that (A) 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 permit have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim 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 7.2(b) above) of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 7.2(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 thirty (30) days of the Claim Notice, the Indemnified Party to participate in 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 defense through counsel chosen by compromise shall be permitted hereunder only with the Indemnified Party (subject to the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay withheld or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withhelddelayed. (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. (a) If any party entitled The obligations and liabilities of each Party under Clause 9.1 related to be indemnified pursuant to Section 7.1 (an “a claim asserted against the Indemnified Party”) receives notice of the assertion Party by any third party of any 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 Person (any such claim or Action being referred to herein as an “Indemnifiable "Third-Party Claim”") with respect to which another party hereto (an “Indemnifying Party”) is or may shall be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 subject to the extent that following terms and conditions: 9.3.1 At any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days time after receipt of the notice of any Third-Party Claim Notice to undertakeasserted against, conduct and control, through counsel of its own choosing, and at its expense, the settlement imposed upon or defense thereof, and the incurred by an Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 such claim in writing. The Indemnifying Party shall be entitled, at its own expenses, to participate in and, upon written request from the Indemnified Party, shall undertake the defense thereof in good faith by counsel of the Indemnifying Party’s own choosing, which counsel shall be satisfactory to the Indemnified Party, provided, however, that (i) the Indemnified Party shall at all times have the option, at its own expense, to participate fully therein (without controlling such action) and (ii) if in the Indemnified Party’s judgment a conflict of interest exists such Indemnified Party shall be entitled to select counsel of its own choosing reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall be obligated to pay the fees and expenses of such counsel. 9.3.2 If within 15 (fifteen) days after written notice to the Indemnified Party of the Indemnifying Party’s intention to undertake the defense of any Third-Party Claim the Indemnifying Party shall fail to defend the Indemnified Party against such Third Party Claim, the Indemnified Party will have the right (but not the obligation) to undertake the defense and/or enter into a compromise or settlement of such Third-Party Claim on behalf of, and for the account and at the risk of, the Indemnifying Party. 9.3.3 Each Party shall provide the Indemnified Party with access to all records and documents within such Party’s possession, custody or control relating to any such Indemnifiable Third Party Claim, and shall otherwise co-operate with the Indemnified Party with respect to any Third-Party Claim.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 8.2 (an “Indemnified Party”"INDEMNIFIED PARTY") receives notice of the assertion by any third party of any 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 Action (any such claim or Action being referred to herein as an “Indemnifiable Claim”"INDEMNIFIABLE CLAIM") with respect to which another party hereto (an “Indemnifying Party”"INDEMNIFYING PARTY") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”"CLAIM NOTICE") of the Indemnifiable Claim; providedPROVIDED, 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 Damages directly resulted from or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; providedPROVIDED, that (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s 's consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s '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, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; providedPROVIDED, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (a) If an Action by a Person who is not a party hereto or an Affiliate thereof (a “Third Party Claim”), is made against any party Person entitled to be indemnified indemnification pursuant to Section 7.1 7.2 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any ), and if 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 Person intends to herein as an “Indemnifiable Claim”) seek indemnity with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationthereto under this Article VII, the such Indemnified Party shall promptly notify give a Notice of Claim to the Indemnifying party obligated to indemnify such Indemnified Party in writing (such notified party, the “Claim NoticeResponsible Party”) of the Indemnifiable Claim); provided, provided that the failure to provide give such notice Notice of Claim shall not relieve or otherwise affect the obligation Responsible Party of the Indemnifying Party to provide indemnification its obligations hereunder, except to the extent that any damages directly resulted the Responsible Party is actually damaged or were caused by such failure. (b) prejudiced thereby. The Indemnifying Responsible Party shall have thirty (30) days after receipt of a Notice of Claim to assume the Claim Notice to undertake, conduct and control, through counsel of its own choosing, reasonably acceptable to the Indemnified Party and at its expensethe expense of the Responsible Party, of the settlement or defense thereofof the applicable Third Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Responsible Party in connection therewith; provided, provided that (A) the Indemnifying Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the such Indemnified Party (subject to the consent of the Indemnifying Party; provided, which consent shall not be unreasonably withheld)further, provided that the reasonable fees and expenses of such counsel shall not be borne by such Indemnified Party. In the Indemnifying Partyevent the Responsible Party assumes conduct and control of a Third Party Claim, and (B) the Indemnifying Responsible Party shall not settle any Indemnifiable Claim without not, except with the consent of the Indemnified Party’s consent, Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement or consent to entry of any judgment that (i) imposes any injunctive relief or other equitable relief against the Indemnified Party, or (ii) does not include as a term thereof the giving by the Person(s) asserting such claim against the Indemnified Party of an express and unconditional release from all liability with respect to such claim. So long as the Indemnifying Responsible Party is vigorously contesting any such Indemnifiable Claim claim in good faith, the Indemnified Party shall not pay or settle any such claim; provided that if the Indemnified Party does pay or settle such claim without it shall waive any right to indemnity by the Indemnifying Party’s consent, which consent Responsible Party for all Losses related to such claim unless the Responsible Party shall not be unreasonably withheld. (c) have consented to such payment or settlement. If the Indemnifying Responsible Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Notice of Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described thereinapplicable Third Party Claim, the Indemnified Party shall have the right to contestcontest the claim, settleprovided that the Indemnified Party shall not enter into any settlement of, or consent to entry of any judgment with respect to, such Third Party Claim, without the written consent of the Responsible Party (which shall not be unreasonably withheld, conditioned or delayed). (b) Notwithstanding anything in Section 7.3(a) to the contrary, the Indemnified Party will have the right to conduct and control, through counsel of its choosing, the defense, compromise and settlement of any Third Party Claim if (i) such Third Party Claim seeks as the Indemnifiable Claim primary remedy an injunction or other equitable relief against the Indemnified Party or alleges a criminal violation, (ii) in the exercise reasonable opinion of its reasonable discretioncounsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Responsible Party, or (iii) the amount in dispute exceeds two (2) times the maximum amount for which a Responsible Party could be liable pursuant to this Article VII in light of the limitations on indemnification herein, if applicable; provided, that the Indemnified Party shall notify the Indemnifying Party not enter into any settlement of, or consent to entry of any compromise or settlement of judgment with respect to, any such Indemnifiable Third Party Claim, without the written consent of the Responsible Party (which shall not be unreasonably withheld, conditioned or delayed).

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion a claim by any a third party of is made against any 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”) Indemnified Party with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated the Indemnified Party intends to provide indemnificationseek indemnification hereunder for any Loss under this Article VIII, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; providedsuch claim, that but the failure to provide such notice shall not relieve or otherwise affect the obligation of so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to provide indemnification hereunderany Indemnified Party, except to the extent that any damages directly resulted or were caused the defense of such action is actually and materially prejudiced by the Indemnified Party’s failure to give such failure. (b) notice. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right, but not the obligation, to undertake, conduct and control, through counsel of its own choosingchoosing reasonably acceptable to the Indemnified Party, any such third-party claim, action, suit or proceeding (a “Third-Party Claim”), and at the Indemnifying Party may compromise or settle the same; provided, however, that the Indemnifying Party shall give the Indemnified Party advance notice of any proposed compromise or settlement and in no event shall the Indemnifying Party compromise or settle any Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, unless such compromise or settlement (i) provides for no relief other than the payment of monetary damages borne solely by the Indemnifying Party, (ii) does not include any admission of wrongdoing or violation of Law on the part of the Indemnified Party or its expenseAffiliates and (iii) includes as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all Liability in respect thereof; provided, further, that, notwithstanding the foregoing, the settlement Indemnifying Party shall only be entitled to direct the defense (A) for so long as the Indemnifying Party conducts the defense in an active and diligent manner, (B) if the Third-Party Claim is not in respect of any matter involving potential criminal liability and does not seek as a remedy the imposition of an equitable remedy that, if granted, would be binding upon the Indemnified Party or defense thereofany of its Affiliates, (C) if the Third-Party Claim is in respect of an indemnification claim by any Purchaser Indemnitee pursuant to Section 8.2(i) or Section 8.2(iii) or any Seller Indemnitee pursuant to Section 8.3(i) and such Third-Party Claim is reasonably expected to result in Losses less than 50% of which would be in excess of the Cap, (D) if the Indemnified Party does not have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnifying Party and (E) with respect to any matter if the Indemnified Party shall not have been advised by outside counsel that there would be an actual conflict of interest between the Indemnifying Party and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that respect to such matter. (Ab) the Indemnifying Party shall permit the No Indemnified Party to participate in such settlement may compromise or defense through counsel chosen by settle any Third-Party Claim for which it is seeking indemnification hereunder without the Indemnified Party (subject to the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld). If the Indemnifying Party is controlling the defense of a Third Party Claim, provided it shall nevertheless permit the Indemnified Party to participate in, but not control, the defense of any such action or suit through counsel chosen by the Indemnified Party; provided, however, that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Indemnified Party; provided, and further, that (B) the Indemnifying Party shall not settle any Indemnifiable Claim without limiting the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as ability to assume control of the Indemnifying defense of such Third Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without at the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. expense pursuant to the last sentence of (ca)) 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 contestemploy counsel to represent it, settleat the Indemnifying Party’s expense, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that if either (i) the Indemnified Party shall notify has available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnifying Party or (ii) there is a conflict of interest between the Indemnifying Party and the Indemnified Party. If the Indemnifying Party elects not to control or conduct the defense or prosecution of a Third-Party Claim, the Indemnifying Party nevertheless shall have the right to participate in the defense or prosecution of any compromise or settlement Third-Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. An Indemnifying Party will lose any previously acquired right to control the defense of any Proceeding if for any reason the Indemnifying Party ceases (after notice and reasonably opportunity to cure) to actively, competently and diligently conduct the defense or otherwise fails to continue to have the right to control such Indemnifiable defense as described in Section 8.7(a). (c) The Parties shall cooperate in the defense or prosecution of any Third-Party Claim, with such cooperation to include (i) the retention and the provision of the Indemnifying Party records and information that are reasonably relevant to such Third-Party Claim, and (ii) the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder.

Third Party Claims. (a) If a claim by a third-party is made against any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any 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”) Party with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated the Indemnified Party intends to provide indemnificationseek indemnification hereunder for any Loss under this ARTICLE VIII, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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) claim. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right, but not the obligation, to undertake, conduct and control, through counsel of its own choosing, any such third party claim, action, suit or proceeding (a “Third-Party Claim”). If the Indemnifying Party elects to conduct and control any Third-Party Claim, it shall, within thirty (30) days of receipt of notice of such Third-Party Claim, notify the Indemnified Party of its intent to do so. If the Indemnifying Party elects not to conduct and control any Third Party Claim, the Indemnified Party may conduct and control any Third-Party Claim. Notwithstanding the foregoing, if any Purchaser Indemnitee is an Indemnified Party in connection with a Third-Party Claim involving any Intellectual Property, any then current employee, any then current customer or supplier, or any Taxes, in each case, of the Business, Purchaser may control the defense of such Third Party Claim through counsel of its choosing, subject to reasonable input from Sellers, and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the . The Indemnifying Party shall permit the Indemnified Party to participate in in, but not control, the defense of any such settlement action or suit which the Indemnifying Party has elected to assume the defense of through counsel chosen by the Indemnified Indemnifying Party; provided, however, that the fees and expenses of such counsel shall be borne by the Indemnifying Party. If the Indemnifying Party (subject elects not to control or conduct the defense or prosecution of a Third-Party Claim, the Indemnifying Party nevertheless shall have the right to participate in the defense or prosecution of any Third-Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. Notwithstanding anything in this Section 8.7(a) to the contrary, the Indemnifying Party shall not, without the written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld)withheld or delayed, provided that settle or compromise any Third-Party Claim unless the reasonable fees and expenses settlement or compromise involves only the payment of such counsel shall not be borne by monetary damages. Notwithstanding anything in this Section 8.7(a) to the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faithcontrary, the Indemnified Party shall not pay or settle such claim not, without the written consent of the Indemnifying Party’s consent, which consent shall not be unreasonably withheldsettle or compromise any Third-Party Claim. (cb) If The Parties shall cooperate in the defense or prosecution of any Third-Party Claim, with such cooperation to include (i) the retention and the provision of the Indemnifying Party does not notify records and information that are reasonably relevant to such Third-Party Claim and (ii) the Indemnified Party within thirty (30) days after receipt making available 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 employees on a mutually convenient basis for providing additional information and explanation of any compromise or settlement of any such Indemnifiable Claimmaterial provided hereunder.

Third Party Claims. (a) If any party entitled Purchaser Indemnitee desires to be indemnified pursuant make a claim against Seller, or any Seller Indemnitee desires to Section 7.1 make a claim against Purchaser (such Purchaser Indemnitee or Seller Indemnitee, an “Indemnified PartyPerson”) receives notice of the assertion under Section 9.2 in connection with any action, suit, proceeding or demand at any time instituted against or made upon such Indemnified Person by any third party of any claim for which such Indemnified Person may seek indemnification hereunder other than a Tax Claim, the Power Survey Proceeding 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 Power Survey Patent Challenge (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) with respect ), whether or not subject to which another party hereto the Aggregate Deductible, such Indemnified Person shall promptly notify in writing, in the case of a claim under Section 9.2(a), Seller, or, in the case of a claim under Section 9.2(b), Purchaser (in each case, an “Indemnifying Party”) is or may be obligated to provide indemnification), of such Third Party Claim and of the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) Person’s claim of the Indemnifiable Claimindemnification with respect thereto; provided, however, that the failure to provide such notice so notify shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification of its obligations hereunder, except to the extent that any damages directly resulted or were the Indemnifying Party is materially prejudiced by such failure (and then the Indemnifying Party shall only be released to the extent of Damages caused by such failurematerial prejudice). The Indemnifying Party shall have 30 days after receipt of such notice to notify such Indemnified Person if the applicable Indemnifying Party has elected to assume the defense of such Third Party Claim. If the applicable Indemnifying Party elects to assume the defense of such Third Party Claim, such Indemnifying Party shall be entitled at its own expense to conduct and control the defense and settlement of such Third Party Claim through counsel of its own choosing (reasonably acceptable to the applicable Indemnified Person) on behalf of the applicable Indemnified Person. If the Indemnifying Party fails to notify the Indemnified Person within 30 days after receipt of notice from the Indemnified Person of a Third Party Claim that the applicable Indemnifying Party has elected to assume the defense of such Third Party Claim, the Indemnified Person shall be entitled to assume the defense of such Third Party Claim at the expense of the applicable Indemnifying Party through counsel reasonably acceptable to the Indemnifying Party; provided, however, that the Indemnifying Party may not compromise or settle any Third Party Claim except as provided in Section 9.3(a). (b) The Any compromise, settlement or offer of settlement of any Third Party Claim of which the applicable Indemnifying Party has elected to assume the defense shall require the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld or delayed. Unless such consent is obtained, the applicable Indemnifying Party shall have thirty (30) days after receipt continue the defense of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewithsuch claim; provided, however, that, if any Indemnified Person does not consent within 30 days of written notice to a bona fide offer of settlement that (A) the applicable Indemnifying Party wishes to accept and that, (B) contemplates the entry of a final, non-appealable order by a court of competent jurisdiction, or the binding and due execution and delivery of a settlement agreement, in each case in full satisfaction and resolution of the relevant Third Party Claim, (C) involves no payment of money by such Indemnified Person (including any other Purchaser Indemnified Person in the event such Indemnified Person is a Purchaser Indemnified Party and including any Seller Indemnified Person in the event such Indemnified Person is a Seller Indemnified Person), (D) involves no admission of guilt or wrong-doing and no injunctive or non-monetary relief or other limitation on the future operation of the business of the Company, (E) is not conditioned upon, coupled with or otherwise related to or otherwise results in (or could reasonably be expected to result in) the waiver, termination, relinquishment, interpretation or amendment of any actual or asserted rights of such Indemnified Person (including any other Purchaser Indemnified Person in the event such Indemnified Person is a Purchaser Indemnified Party and including any Seller Indemnified Person in the event such Indemnified Person is a Seller Indemnified Person), and (F) expressly and unconditionally releases such Indemnified Person (including any other Purchaser Indemnified Person in the event such Indemnified Person is a Purchaser Indemnified Party and including any Seller Indemnified Person in the event such Indemnified Person is a Seller Indemnified Person) from all Liability in connection with such claim, the applicable Indemnifying Party may reassign the defense of such claim to such Indemnified Person, who may then continue to pursue the defense of such matter, free of any participation by the Indemnifying Party, at the sole cost and expense of such Indemnified Person. In the event of such an assignment, the obligation of the applicable Indemnifying Party with respect thereto shall permit not exceed the lesser of (i) the amount of the offer of settlement that such Indemnified Person so declined to accept or (ii) the aggregate Damages of the Indemnified Party Person with respect to participate in such claim, including the costs of defense after reassignment of the defense of such claim to the Indemnified Person. Any voluntary and binding compromise, settlement or offer of settlement of any Third Party Claim of which the applicable Indemnifying Party has not elected to assume the defense through counsel chosen by or has reassigned the defense to the Indemnified Party (subject to Person shall require the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld)withheld or delayed. If the Indemnifying Party shall assume the defense of any Third Party Claim, provided that the reasonable fees and expenses Indemnified Person may participate, at its own expense, in the defense of such Third Party Claim; provided, however, that such Indemnified Person shall be entitled to participate in any such defense with separate counsel shall not be borne at the expense of the Indemnifying Party if (i) so requested by the Indemnifying PartyParty to participate or (ii) in the reasonable opinion of counsel to the Indemnified Person, a conflict or potential conflict exists between the Indemnified Person and (B) the Indemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party shall not settle be required to pay for more than one such counsel (plus any Indemnifiable Claim without the appropriate local counsel) for all Indemnified Party’s consent, which consent shall not be unreasonably withheldPersons in connection with any Third Party Claim. So long as the Indemnified Person is conducting the defense of any Third Party Claim in accordance with the terms hereof, the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, agrees that the Indemnified Person shall have control over the conduct of such proceeding to the extent provided herein. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third Party shall not pay or settle such claim without Claim, including the Indemnified Person providing the Indemnifying PartyParty with access to the Indemnified Person’s consent, which consent shall not be unreasonably withheldrecords and personnel relating to any Third Party Claim during reasonable hours under the circumstances. (c) If the Indemnifying Party does not notify the Indemnified makes any payment on any Third Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described thereinClaim, 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 shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Person to any compromise insurance benefits or settlement other claims of any the Indemnified Person with respect to such Indemnifiable Third Party Claim. (d) For the avoidance of doubt, to the extent that the provisions of this Section 9.3 conflict with the provisions of Section 8.11, the provisions of Section 8.11 shall control with respect to the Power Survey Proceeding and the Power Survey Patent Challenge.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 under this Article 9 shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within thirty (30) days after of receipt of the a Third Party Claim Notice from the Indemnified Party with respect thereto, to undertake, assume the conduct and control, at the expense of the Indemnifying Party and through counsel of its own choosingchoosing that is reasonably acceptable to the Indemnified Party, and at its expense, the settlement or defense thereofany Third Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewithmay compromise or settle the same; provided, provided that (A) the Indemnifying Party shall permit give the Indemnified Party to participate in such advance written notice of any proposed compromise or settlement or defense through counsel chosen by and shall not, without the prior written consent of the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided consent to or enter into any compromise or settlement that commits the reasonable fees Indemnified Party, to take, or to forbear to take, any action or does not provide for a full and expenses of such counsel shall not be borne complete written release by the Indemnifying applicable Third Party of the Indemnified Party, and (B) . 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 shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, (which consent shall not be unreasonably withheld). So long as the No Indemnifying Party is vigorously contesting may consent to the entry of any judgment that does not relate solely to monetary damages arising from any such Indemnifiable Third Party Claim in good faith, without the prior written consent of the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, (which consent shall not be unreasonably withheld). Should the Indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 9.5(b) below, the Indemnifying Party shall not be liable to any Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold harmless any Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees) and any damages incurred by the Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party. (b) Without limiting Section 9.5(a), any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (i) the employment thereof and payment therefore has been specifically authorized in advance by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.5(a) (in which case the Indemnified Party shall control the defense). (c) If Regardless of whether the Indemnifying Party does not notify chooses to defend or prosecute any Third Party Claim, the Indemnified Party within thirty (30) days after receipt shall, and shall cause each other Indemnified Party to, cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours, with reasonable prior notice, afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Claim Notice that it elects to undertake Indemnified Party controls the defense of the Indemnifiable Claim described thereinclaim, the Indemnifying Party shall cooperate with the Indemnified Party shall have on 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 Claimterms described above.

Third Party Claims. (a) If In the case of any claim asserted by a third party against a party entitled to be indemnified pursuant to Section 7.1 indemnification under this Agreement (an the “Indemnified Party”) receives ), notice of shall be given by the assertion by any third Indemnified Party to the party of any claim or of required to provide indemnification (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 which another party hereto (an “Indemnifying Party”) is or as soon as practicable after such Indemnified Party has actual knowledge of any claim as to which indemnity may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereofsought, and the Indemnified Party shall cooperate permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom; provided, however, that (a) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), (b) the Indemnified Party may participate in such defense at such Indemnified Party’s expense (which shall not be subject to reimbursement hereunder except as provided below), and (c) the failure by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually and materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a general release from any and all liability with respect to such claim or litigation. If the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the ability of the Indemnified Party to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in connection therewithrespect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party; provided, however, that (A) the Indemnifying Party shall permit if the Indemnified Party to participate in such settlement or defense through counsel chosen by does so take over and assume control, the Indemnified Party (subject to shall not settle such claim or litigation without the prior written consent of the Indemnifying Party, which such consent shall not to be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheldwithheld or delayed. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify accept the Indemnified Party defense of any matter as above provided within thirty (30) days after receipt of the Claim Notice that it elects to undertake notice from the defense of the Indemnifiable Claim Indemnified Party described thereinabove, the Indemnified Party shall have the full right to contestdefend against any such claim or demand at the sole cost of the Indemnifying Party and shall be entitled to settle or agree to pay in full such claim or demand. In any event, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that Indemnifying Party and the Indemnified Party shall notify reasonably cooperate in the Indemnifying Party defense of any compromise claim or settlement litigation subject to this Article X and the records of any each shall be reasonably available to the other with respect to such Indemnifiable Claimdefense.

Third Party Claims. (a) If In the event that any party entitled written claim or demand for which an Indemnifying Party may be liable to any Indemnified Party hereunder is asserted against or sought to be indemnified pursuant to Section 7.1 collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event later than fifteen (an “15) days following such Indemnified Party”) receives notice ’s receipt of the assertion by any third party of any 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 demand (including a copy of any related written third party demand, claim or complaint) (the “Indemnifiable Third-Party Claim”) ), deliver a Claim Notice to the Indemnifying Party. The Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party with respect to which another party hereto (such Third-Party Claim if the Indemnified Party fails to timely deliver the Claim Notice and the Indemnifying Party is actually prejudiced thereby. If a Third-Party Claim is made against an “Indemnifying Indemnified Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; providedbe entitled to participate therein and, 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 the Indemnified Party shall wish, to assume the defense thereof. The Indemnifying Party shall cooperate fully with the Indemnified Party and its counsel in the defense against any damages directly resulted or were caused by such failure. (b) Third-Party Claim. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right to undertake, conduct and control, through counsel of participate at its own choosingexpense in the defense of any Third-Party Claim. Neither the Indemnifying Party, and at its expenseon the one hand, the settlement or defense thereof, and nor the Indemnified Party, on the other hand, shall admit liability to, or settle, compromise or discharge any Third-Party shall cooperate with Claim without the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the prior consent of the Indemnifying other Party, which consent shall not be unreasonably withheld), provided that conditioned or delayed In the event the Indemnified Party elects not to defend any Third-Party Claim, the Indemnifying Party shall defend against such Third-Party Claim in good faith and in a commercially reasonable fees manner using counsel reasonably acceptable to the Indemnified Party and expenses at the cost and expense of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 participate in the exercise of such defense at its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimown expense.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any 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 which another party hereto (an “Any Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 Person will have the right to contest, settleand defend the Indemnified Person against, or compromise a Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnifiable Indemnified Person so long as the Indemnifying Person notifies the Indemnified Person in writing within 15 days after the Indemnified Person has given a Claim Notice that, subject to the limits set forth in this Section 6, the Indemnifying Person will indemnify the Indemnified Person from and against the Damages the Indemnified Person may suffer with respect to the Third Party Claim. (b) So long as the Indemnifying Person is conducting the defense of the Third Party Claim in the exercise of its reasonable discretion; providedaccordance with Section 6.5(a), that (i) the Indemnified Person may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party shall notify Claim, (ii) the Indemnifying Party Indemnified Person will not consent to the entry of any Order or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Person (not to be withheld, delayed or conditioned unreasonably), and (iii) the Indemnifying Person will not consent to the entry of any Order or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Person (not to be withheld, delayed or conditioned unreasonably). (c) In the event the Indemnifying Person does not conduct the defense in accordance with Section 6.5(a), the Indemnified Person may defend against the Third Party Claim in any manner it reasonably may deem appropriate; provided, however, that (i) the Indemnifying Person may participate in such Indemnifiable Claimdefense at its own expense, and (ii) the Indemnified Person will not consent to the entry of any Order or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Person (not to be withheld, delayed or conditioned unreasonably).

Third Party Claims. (ai) If any Promptly after receipt by an indemnified party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives of notice of the assertion by commencement of any third action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard before or otherwise involving any court, governmental agency or entity or arbitrator (a "Proceeding") against it, such indemnified party will, if a claim is to be made against an indemnifying party under this Section 7.2, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any claim or of the commencement by liability that it may have to 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 hereunderindemnified party, except to the extent that any damages directly resulted or were caused the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's failure to give such failurenotice. (bii) The Indemnifying Party shall have thirty (30If any Proceeding referred to in Section 7.2(h)(i) days after receipt is brought against an indemnified party and it gives notice to the indemnifying party of the Claim Notice to undertake, conduct and control, through counsel commencement of its own choosing, and at its expensesuch Proceeding, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party indemnifying party will be entitled to participate in such settlement Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such Proceeding and the indemnified party reasonably determines that joint representation would be inappropriate), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party (acting in good faith) and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 7 for any fees of other counsel or any other expenses with respect to the defense through counsel chosen of such Proceeding, in each case subsequently incurred by the Indemnified Party indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (subject to i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of any law, statute, ordinance, regulation or ruling or any violation of the Indemnifying Party, which consent shall not rights of any person and no effect on any other claims that may be unreasonably withheld), provided that made against the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Partyindemnified party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without sole relief provided is monetary damages that are paid in full by the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as indemnifying party; and (ii) the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 indemnified party will have no liability with respect 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 such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within thirty days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Indemnifiable ClaimProceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (iii) Notwithstanding the foregoing, if an indemnified party reasonably determines that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Third Party Claims. (a) 8.3.1 If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) this Article 8 receives notice of the assertion by any third party of any a 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 action (an appeal from any of the foregoing (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with respect to which another party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “"Claim Notice”") of the Indemnifiable Claim; provided, 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 from, or were caused by by, such failure. (b) 8.3.2 The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s 's consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s 's consent, which consent shall not be unreasonably withheld. (c) 8.3.3 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, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, provided that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 10.2 (an “"Indemnified Party”") receives notice of the assertion by any third party of any 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 Action (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with respect to which another party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s Party'Shareholder consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s '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, 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. (d) Anything contained in this Section 10.3 to the contrary notwithstanding, the Shareholders shall not be entitled to assume the defense for any Indemnifiable Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks an order, injunction or other equitable relief or relief for other than money damages against Purchaser or the Company which Purchaser determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successfully, would adversely affect the business, properties or prospects of the Company.

Third Party Claims. (ai) If any party entitled to be indemnified pursuant to Paragraph (a) of this Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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. (bii) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (BBi) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (ciii) 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. (a) If In the event that any third party entitled to claim shall be indemnified pursuant to instituted or asserted by any Person in respect of which payment may be sought under Section 7.1 13.2 (an “Indemnified Party”) receives notice of the assertion by any third party of any 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 Indemnification Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification), the Indemnified Party shall promptly notify cause written notice of the assertion of any Indemnification Claim of which it has knowledge which is covered by this indemnity to be forwarded to the Indemnifying Party in writing (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) Party. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right, at its sole option and expense, to undertake, conduct and control, through be represented by counsel of its own choosingchoice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Indemnification Claim that relates to any Losses indemnified against hereunder. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Indemnification Claim that relates to any Losses indemnified against hereunder, it shall promptly notify the Indemnified Party of its intent to do so. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Indemnification Claim which relates to any Losses indemnified against hereunder, fails to notify the Indemnified Party of its election as herein provided or contests its obligation to indemnify the Indemnified Party for such Losses under this Agreement, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Indemnification Claim. If the Indemnifying Party shall assume the defense of any Indemnification Claim, the Indemnified Party may participate, at his or its own expense, in the defense of such Indemnification Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnification Claim. Notwithstanding anything in this Section 13.5 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Indemnification Claim or permit a default or consent to entry of any judgment unless the claimant and such party provide to such other party an unqualified release from all liability in respect of the Indemnification Claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement or defense thereofoffer and, subject to the applicable limitations of Section 13.2, pay the amount called for by such offer, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provideddeclines to accept such offer, that (A) the Indemnifying Party shall permit the Indemnified Party may continue to participate in contest such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent Indemnification Claim, free of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Indemnification Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (Bi) the amount of the settlement offer that the Indemnified Party declined to accept plus the Losses of the Indemnified Party relating to such Indemnification Claim through the date of its rejection of the settlement offer and (ii) the aggregate Losses of the Indemnified Party with respect to such Indemnification Claim. If the Indemnifying Party makes any payment on any Indemnification Claim, the Indemnifying Party shall not settle any Indemnifiable Claim without be subrogated, to the Indemnified Party’s consentextent of such payment, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, to all rights and remedies of the Indemnified Party shall not pay to any insurance benefits or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify other claims of the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects with respect 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 Indemnification Claim.

Third Party Claims. If a claim by a third party (aa "Third-Party Claim") If any party entitled to be indemnified pursuant to Section 7.1 (is made against an “Indemnified Party”) receives notice of the assertion by any third party of any 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 after receipt of the Claim Claims Notice to undertake, conduct and control, through counsel of its own choosing, choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party it in connection therewith; provided, provided that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the such Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying such Indemnified Party, and (B) . If the Indemnifying Party so chooses to assume the defense it shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withhelddo so promptly and diligently. So long as the Indemnifying Party is vigorously reasonably contesting any such Indemnifiable Claim claim in good faith, the Indemnified Party shall not pay or settle any such claim without claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim, provided that, in such event, it shall waive any right to indemnity therefore by the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) . If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days after receipt of the Claim Claims Notice that it elects to undertake the defense of the Indemnifiable Claim described thereinthereof, the Indemnified Party shall have the right to contest, settle, settle or compromise the Indemnifiable Claim claim but shall not thereby waive any right to indemnity therefore pursuant to this Agreement. The Indemnifying Party shall not, except with the written consent of the Indemnified Party, enter into any settlement unless (i) there is no finding or admission of any violation of applicable law, (ii) the sole relief provided is monetary damages that are paid in full by the exercise of its reasonable discretion; providedIndemnifying Party, that (iii) the Indemnified Party or its Affiliates shall notify the Indemnifying Party of have no liability with respect to any compromise or settlement of such Third-Party Claim, and (iv) the compromise or settlement provides to the Indemnified Party and its affiliates and agents an unconditional release from all liability with respect to such Third-Party Claim or the facts underlying such Third-Party Claim. With respect to any Third-Party Claim subject to indemnification under this Section 11, (x) both the Indemnified Party and the Indemnifying Party, as the case may be, shall keep the other party reasonably informed of the status of such Indemnifiable ClaimThird-Party Claim and any related proceedings at all stages thereof, (y) the parties agree to render to each other assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim and (z) with respect to any Third-Party Claim subject to indemnification under this Section 11, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential and the attorney-client and work-product privileges. All claims for indemnification hereunder shall be asserted no later than two (2) years after the Transfer Date, except as follows: claims with respect to Losses arising out of or related in any way to Third-Party Claims (including, but not limited to, federal, state or local authorities or private parties) against any Buyer Protected Parties or Transferor Protected Parties with respect to any of the matters described in Section 11(a) or Section 11(b) hereof may be asserted until, and shall be asserted no later than, thirty (30) days after the expiration of the applicable statute of limitations with respect thereto; or claims arising out of or related in any way to the representations and warranties set forth in Sections 8(a)(i), (ii), (iii)(A)(3), (iv), (ix), and (b)(i), (ii) or (iv)(C) and (c)(i) or (ii), hereof, and to covenants hereunder, may be asserted until, and shall be asserted no later than, the expiration of the applicable statute of limitations with respect thereto.

Third Party Claims. If Buyer, Sellers or Sellers’ Representative or the Representatives of any of the foregoing parties (a) If any party entitled to be indemnified pursuant to Section 7.1 (each an “Indemnified Party”) receives notice of the assertion by any third party or commencement of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge claim or investigation other legal proceeding made or brought by any Person who is not a party to this Agreement or before any governmental entity an Affiliate of a party to this Agreement or arbitrator and an appeal from any a Representative of the foregoing (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) against any Sellers Indemnified Party or Buyer Indemnified Party with respect to which another party hereto Sellers or Buyer, as the case may be (an the “Indemnifying Party”) is or may be obligated to provide indemnificationindemnification under this Agreement, the Indemnified Party shall promptly notify give the Indemnifying Party prompt written notice thereof. Except as provided in writing (the “Claim Notice”) of the Indemnifiable Claim; providedSection 9.1, that the failure to provide give such prompt written notice shall will not relieve or otherwise affect the obligation of the Indemnifying Party to provide of its indemnification hereunderobligations, except and only to the extent that any damages directly resulted or were caused the Indemnifying Party is actually prejudiced by such failure. (b) delay. 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. The Indemnifying Party shall have thirty (30) days after receipt the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Claim Notice to undertake, conduct Indemnifying Party’s expense and control, through counsel of its by the Indemnifying Party’s own choosing, and at its expense, the settlement or defense thereofcounsel, and the Indemnified Party shall cooperate with in good faith in such defense. In the event that the Indemnifying Party in connection therewith; providedassumes the defense of any Third-Party Claim, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheldSection 9.6(b), provided that it shall have the reasonable fees right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and expenses on behalf of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to contest, settle, control the defense thereof. If the Indemnifying Party elects not to compromise or compromise the Indemnifiable defend such Third-Party Claim in the exercise of its reasonable discretion; provided, that or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 9.6(b), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Sellers and Buyer shall notify cooperate with each other in all reasonable respects in connection with the Indemnifying Party defense of any compromise or settlement Third-Party Claim, including making available (subject to the provisions of any Section 6.7) records relating to such Indemnifiable Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim.

Third Party Claims. (a) If any Upon receipt by the party entitled seeking to be indemnified pursuant to Section 7.1 9.02 (an “Indemnified Party”the "Indemnitee") receives of notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitrationproceedings, hearingaudit, inquiryclaim, proceedingdemand or assessment (each, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such a "Claim") against it which might give rise to a claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationfor Damages, the Indemnified Party Indemnitee shall promptly notify give prompt written notice thereof (which shall be within 20 days of receipt by the Indemnifying Party in writing Indemnitee of such Claim) to the party from which it seeks to be indemnified (the “"Indemnitor") indicating the nature of such Claim Notice”) of and the Indemnifiable Claimbasis therefor; provided, however, that any delay or failure by the failure Indemnitee to provide such give notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent Indemnitor shall relieve the Indemnitor of its obligations hereunder only to the extent, if at all, that any damages directly resulted it is materially prejudiced by reason of such delay or were caused by such failure. (b) The Indemnifying Party Indemnitor shall have thirty (30) days after receipt the right, at its option, to assume the defense of, at its own expense and by its own counsel, any such Claim. Assumption of the defense of any Claim Notice by the Indemnitor shall not prejudice the right of the Indemnitor to undertakeclaim at a later date that such Claim is not a proper matter for indemnification pursuant to this Article IX. If the Indemnitor shall undertake to compromise or defend any such Claim, conduct and control, through counsel it shall promptly notify the Indemnitee of its own choosing, and at its expense, the settlement or defense thereofintention to do so, and the Indemnified Party Indemnitee agrees to cooperate fully with the Indemnitor and its counsel in the compromise of, or defense against, any such Claim; provided, however, that the Indemnitor shall not settle any such Claim without the prior written consent of the Indemnitee (which consent will not be unreasonably withheld) unless the relief consists solely of money damages and includes a provision whereby the plaintiff or claimant in the matter releases the Indemnitee from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnitee shall have, upon giving prior written notice to the Indemnitor, the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnitor shall not have employed counsel reasonably satisfactory to the Indemnitee to represent it within a reasonable time after notice of the institution of such action or proceeding, (ii) the Indemnitee shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnitor inappropriate, (iii) the Indemnitor is not defending a Claim, or (iv) the Indemnitor shall have authorized the Indemnitee to employ separate counsel at the Indemnitor's expense, and in each such case the Indemnitee may defend such Claim on behalf of and for the account and risk of the Indemnitor. In any event, the Indemnitee and its counsel shall cooperate with the Indemnifying Party Indemnitor and its counsel and keep such counsel informed of all developments relating to any such Claims, provide copies of all relevant correspondence and documentation relating thereto, and shall not assert any position in any proceeding inconsistent with that asserted by the Indemnitor. All costs and expenses incurred in connection therewith; providedwith the Indemnitee's cooperation shall be borne by the Indemnitor. In any event, that (A) the Indemnifying Party Indemnitee shall permit have, upon giving prior written notice to the Indemnified Party Indemnitor, the right at its own expense to participate in the defense of such asserted liability. In no event shall the Indemnitee consent to any judgment or entry into any settlement or defense through counsel chosen by without the Indemnified Party (subject to the written consent of the Indemnifying Party, Indemnitor (which consent shall will not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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.ARTICLE X

Third Party Claims. In the event that a Party (athe “Indemnitee”) If any party entitled desires to be indemnified make a claim against another Party (the “Indemnitor”) pursuant to Section 7.1 (an “Indemnified Party”) receives notice of 8.1 or Section 8.2 in connection with any action, suit, proceeding or demand at any time instituted against or made upon the assertion Indemnitee by any third party for which the Indemnitee may seek indemnification hereunder (a “Third Party Claim”), the Indemnitee shall promptly notify, in writing, the Indemnitor of any claim or such Third Party Claim and of the commencement by any such third person Indemnitee’s claim 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”) indemnification with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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) thereto. The Indemnifying Party Indemnitor shall have thirty (30) days after receipt of such notice to notify the Claim Notice Indemnitee if he/she or it has elected to undertakeassume the defense of such Third Party Claim. If the Indemnitor elects to assume the defense of such Third Party Claim, the Indemnitor shall be entitled at his/her or its own expense to conduct and control, control the defense and settlement of such Third Party Claim through counsel of his/her or its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (A) the Indemnifying Party shall permit the Indemnified Party to Indemnitee may participate in such settlement or the defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such Third Party Claim with his/her or its own counsel shall not be borne by at his/her or its own expense and the Indemnifying Party, and (B) the Indemnifying Party shall Indemnitor may not settle any Indemnifiable Third Party Claim without the Indemnified PartyIndemnitee’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not Indemnitor fails to notify the Indemnified Party Indemnitee within thirty (30) days after receipt of the Claim Notice that it elects Indemnitee’s written notice of a Third Party Claim, the Indemnitee shall be entitled to undertake assume the defense of such Third Party Claim at the Indemnifiable Claim described therein, expense of the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretionIndemnitor; provided, however, that the Indemnified Indemnitee may not settle any Third Party Claim without the Indemnitor’s consent, which shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimnot be unreasonably withheld.

Third Party Claims. (a) If Any Indemnified Party seeking or intending to seek indemnification under this Agreement in respect of, arising out of or involving any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge demand or investigation Proceeding made by any Person who is not a Party or before any governmental entity or arbitrator and an appeal from any of the foregoing Affiliate thereof (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) against the Indemnified Party shall promptly give a Claim Notice to the Indemnitor(s) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationthe Third Party Claim. Thereafter, the Indemnified Party shall promptly notify deliver to the Indemnifying Indemnitor, after the Indemnified Party’s receipt thereof, copies of all notices, pleadings, demands and documents received by the Indemnified Party in writing (or its Affiliates or Representatives relating to the “Claim Notice”) of the Indemnifiable Third Party Claim; provided, that the . The failure to provide such give notice as provided in this Section 11.5 shall not relieve or otherwise affect the obligation Indemnitor of the Indemnifying Party to provide indemnification hereunder, its obligations hereunder except to the extent that any damages directly resulted or were caused it shall have been prejudiced by such failure. (b) The Indemnifying In the event of a Third Party Claim, the Indemnitor shall have thirty the sole and absolute right, at its election (30within twenty (20) days after Business Days following its receipt of the Claim Notice from the Indemnified Party with respect to undertake, conduct and control, through counsel of its own choosing, such Third Party Claim) and at its expense, the settlement to control, defend against, negotiate, settle or defense thereofotherwise deal with such Third Party Claim using counsel of its choice; provided, and however, that the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to may participate in any such settlement proceeding with counsel of its choice and at its sole expense. The Indemnitor shall not settle or defense through counsel chosen by otherwise compromise any such Third Party Claim without the consent of the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that conditioned or delayed) if the reasonable fees and expenses of such counsel shall settlement does not be borne include as a term thereof the giving by the Indemnifying Party, and (BPerson(s) the Indemnifying asserting such Third Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, to the Indemnified Party shall not pay or settle of a release from all liability with respect to such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) Third Party Claim. If the Indemnifying Party Indemnitor does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects so elect to undertake the defense of the Indemnifiable Claim described thereinsuch Third Party Claim, the Indemnified Party shall have the right to contest, settle, or compromise undertake the Indemnifiable Claim in defense against the exercise of its reasonable discretionThird Party Claim; provided, however, that the Indemnified Party shall notify not settle or otherwise compromise any such Third Party Claim without the Indemnifying Party consent of any compromise the Indemnitor (which consent shall not be unreasonably withheld, conditioned or delayed). The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnifiable Third Party Claim.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 section 9.2 (an “"Indemnified Party”") receives notice of the assertion by any third party of or any 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 action (any such claim or Action being referred to herein as action, an “"Indemnifiable Claim”") with respect to which another party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 Losses directly resulted from or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, provided that (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, 's consent (which consent shall not be unreasonably withheld). So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s '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, 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. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice In the event Parent becomes aware of the assertion by any a third party claim (other than a claim that relates to the calculation of any 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 Excess Liabilities) (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) with respect which Parent reasonably believes may result in a demand against the Escrow Fund or for other indemnification pursuant to which another party hereto this Article VII, Parent shall notify the Stockholder Representative (or, in the event indemnification is being sought hereunder directly from an “Indemnifying Party”, such Indemnifying Party) of such claim, and the Stockholder Representative shall be entitled on behalf of the Indemnifying Parties (or, in the event indemnification is being sought hereunder directly from an Indemnifying Party, such Indemnifying Party shall be entitled), at their expense, to participate in, but not to determine or may be obligated to provide indemnificationconduct, the Indemnified defense of such Third Party Claim. Parent shall promptly notify have the Indemnifying Party right in writing (its sole discretion to conduct the “Claim Notice”) of the Indemnifiable Claimdefense of, and to settle, any such 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 after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; providedhowever, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to except with the consent of the Stockholder Representative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Party, which consent shall not be unreasonably withheldsuch Indemnifying Party), provided no settlement of any such Third Party Claim with third party claimants shall be determinative of the amount of Losses relating to such matter or whether an Indemnified Party is entitled to indemnification pursuant to this Article VII. If there is a third party claim that, if adversely determined would give rise to a right of recovery for Losses hereunder, then any amounts incurred or accrued by the Indemnified Parties in defense of such third party claim, regardless of the outcome of such claim, shall be deemed Losses hereunder. In the event that the reasonable fees and expenses of such counsel shall not be borne by Stockholder Representative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Party, and (Bsuch Indemnifying Party) has consented to any such settlement, the Indemnifying Parties (or, in the event indemnification is being sought hereunder directly from an Indemnifying Party, such Indemnifying Party) shall have no power or authority to object under any provision of this Article VII to the amount of any Third Party shall not settle any Indemnifiable Claim without by Parent against the Indemnified Party’s consentEscrow Fund, which consent shall not be unreasonably withheld. So long or against the Indemnifying Parties directly, as the Indemnifying case may be, with respect to such settlement. Parent shall conduct the defense of any Third Party is vigorously contesting any such Indemnifiable Claim in good faith, . Without limiting the Indemnified Party shall not pay or settle such claim without the Indemnifying PartyStockholder Representative’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 right to undertake participate in the defense of any Third Party Claim, Parent shall, at the Indemnifiable Claim described thereinStockholder Representative’s expense, to the Indemnified Party shall have the right to contestextent permitted by applicable law and any contractual obligations and, settle, or compromise the Indemnifiable Claim except as would not in the exercise good faith judgment of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party Parent result in a waiver of any compromise applicable legal privilege, (i) upon the request of the Stockholder Representative, promptly make available to the Stockholder Representative any material documents obtained by Parent from the third party claimant in connection with such Third Party Claim which are requested by the Stockholder Representative, (ii) upon the request of the Stockholder Representative, promptly provide to the Stockholder Representative any material documents and information filed with or settlement submitted to any Governmental Entity or arbitrator in connection with such Third Party Claim which are requested by the Stockholder Representative, and (iii) upon the request of the Stockholder Representative, make a representative of Parent available for a reasonable time to consult with the Stockholder Representative as to any material developments related to such Indemnifiable Third Party Claim.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 9.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (BBi) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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. (a) If Promptly after the receipt by any party entitled to be indemnified indemnification (the "Indemnified Party") pursuant to this Section 7.1 (an “Indemnified Party”) receives 6 or notice of the assertion by any third party commencement of any action against such Indemnified Party by a third party, such Indemnified Party shall, if a 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 thereto is to which another be made against any party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationindemnification (the "Indemnifying Party") pursuant to this Section 6, the Indemnified Party shall promptly notify the give such Indemnifying Party written notice thereof in writing (the “Claim Notice”) reasonable detail in light of the Indemnifiable Claim; provided, that the circumstances then known to such Indemnified Party. The failure to provide give such notice shall not relieve or otherwise affect the obligation of the any Indemnifying Party to provide indemnification hereunderfrom any obligation hereunder except where, except and then solely to the extent that any damages directly resulted or were caused by that, such failure. (b) The failure actually and materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right to undertakedefend such claim, conduct at such Indemnifying Party's expense and control, through with counsel of its own choosingchoice reasonably satisfactory to the Indemnified Party, provided that the Indemnifying Party conducts the defense of such claim actively and at its expensediligently. If the Indemnifying Party assumes the defense of such claim, the settlement or defense thereof, and the Indemnified Party shall agrees to reasonably cooperate with in such defense so long as the Indemnified Party is not materially prejudiced thereby. So long as the Indemnifying Party is conducting the defense of such claim actively and diligently, the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in connection therewith; providedthe defense of such claim, that (A) and neither any Indemnifying Party nor any Indemnified Party will consent to the entry of any judgment or enter into any settlement with respect to such claim without the prior written consent of the other, which consent will not be unreasonably withheld. In the event the Indemnifying Party shall permit does not or ceases to conduct the defense of such claim actively and diligently, (w) the Indemnified Party may defend against such claim in any manner it may reasonably deem to participate in such settlement or defense through counsel chosen by be appropriate, (x) upon receiving the Indemnified Party (subject to the prior written consent of the Indemnifying Party, which consent shall will not be unreasonably withheld), provided that the reasonable fees and expenses Indemnified Party may consent to the entry of any judgment or enter into any settlement with respect to such counsel shall not be borne by the Indemnifying Partyclaim, and (By) the Indemnifying Party shall not settle any Indemnifiable Claim without will reimburse the Indemnified Party’s consentParty promptly and periodically for the costs of defending against such claim, which consent shall not be unreasonably withheld. So long as including reasonable attorneys' fees and expenses, and (z) the Indemnifying Party is vigorously contesting will remain responsible for any such Indemnifiable Claim in good faith, Losses the Indemnified Party shall not pay or settle Indemnitee may suffer as a result of such claim without to the Indemnifying Party’s consent, which consent shall not be unreasonably withheldfull extent provided in this Section 6. (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. (a) If Any Person seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any party entitled to be indemnified pursuant to Section 7.1 Third Party against the Indemnified Person shall notify the Indemnitor in writing, and in reasonable detail, of the Third Party claim within ten (an “10) days after receipt by such Indemnified Party”) receives Person of written notice of the assertion Third Party claim. Thereafter, the Indemnified Person shall deliver to the Indemnitor, within five (5) days after the Indemnified Person’s receipt thereof, copies of all notices and documents (including court papers) received by any third party the Indemnitor relating to the Third Party claim. Any notice of any a claim or arising by reason 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 representations, warranties, agreements or covenants contained in this Agreement shall refer to the provision of this Agreement upon which such claim or Action being referred is based and describe in reasonable detail the facts giving rise to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, alleged basis for the Indemnified Party shall promptly notify claim and the Indemnifying Party in writing (the “Claim Notice”) amount of the Indemnifiable Claim; provided, that liability asserted against the Indemnitor by reason of the claim. The failure to provide such give notice as provided in this Section 12.5 shall not relieve or otherwise affect the obligation Indemnitor of the Indemnifying Party to provide indemnification hereunder, its obligations hereunder except to the extent that any damages directly resulted or were caused the Indemnitor shall have been prejudiced by such failure. (b) The Indemnifying Party Subject to Section 12.5(c), the Indemnified Person shall have thirty (30) days after receipt of the Claim Notice right to undertake, conduct and control, through counsel of its own choosing, and at its expensethe defense, the compromise or settlement or defense thereofof any Third Party claim against such Indemnified Person as to which indemnification will be sought by any Indemnified Person from any Indemnitor hereunder, and in any such case the Indemnified Party Indemnitor shall reasonably cooperate with the Indemnifying Party in connection therewith; provided, that provided that: (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense Indemnitor may participate, through counsel chosen by it and at its own expense, in the defense of any such Third Party claim as to which the Indemnified Party Person has so elected to conduct and control the defense thereof; and (subject to ii) the Indemnified Person shall not, without the written consent of the Indemnifying Party, Indemnitor (which written consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Partypay, and (B) the Indemnifying Party shall not compromise or settle any Indemnifiable Claim without such Third Party claim. Notwithstanding the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faithforegoing, the Indemnified Person shall have the right to pay, settle or compromise any such Third Party shall not pay or settle such claim without the Indemnifying Party’s such consent, which provided that in such event the Indemnified Person shall waive any right to indemnity therefor hereunder unless such consent shall not be is unreasonably withheld. (c) If any Third Party claim against any Indemnified Person is solely for money damages, then 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 Indemnitor shall have the right to contestconduct and control, settle, or compromise the Indemnifiable Claim in the exercise through counsel of its reasonable discretion; providedchoosing, that the Indemnified Party shall notify the Indemnifying Party of any defense, compromise or settlement of any such Indemnifiable ClaimThird Party claim against such Indemnified Person as to which indemnification will be sought by any Indemnified Person from any Indemnitor hereunder if the Indemnitor has acknowledged and agreed in writing that, if the same is adversely determined, the Indemnitor has an obligation to provide indemnification to the Indemnified Person in respect thereof, and in any such case the Indemnified Person shall reasonably cooperate in connection therewith; provided that the Indemnified Person may participate, through counsel chosen by it and at its own expense, in the defense of any such Third Party claim as to which the Indemnitor has so elected to conduct and control the defense thereof. Notwithstanding the foregoing, the Indemnified Person shall have the right to pay, settle or compromise any such Third Party claim, provided that in such event the Indemnified Person shall waive any right to indemnity therefor hereunder unless the Indemnified Person shall have sought the consent of the Indemnitor to such payment, settlement or compromise and such consent was unreasonably withheld, in which event no claim for indemnity therefor hereunder shall be waived.

Third Party Claims. (a) If Promptly after the receipt by any party Person entitled to be indemnified indemnification pursuant to Section 7.1 this §8 (an the “Indemnified Party”) receives of notice of the assertion by any third party commencement of any Action against such Indemnified Party by a third party, such Indemnified Party shall, if a 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 thereto is to which another be made against any party hereto obligated to provide indemnification pursuant to this §8 (an the “Indemnifying Party”) is or may be obligated to provide indemnification), the Indemnified Party shall promptly notify the give such Indemnifying Party written notice thereof in writing (the “Claim Notice”) reasonable detail in light of the Indemnifiable Claim; provided, that the circumstances then known to such Indemnified Party. The failure to provide give such notice shall not relieve any Indemnifying Party from any obligation hereunder except where, and then solely to the extent that, such failure actually and materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have the right to defend such claim, at such Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to the Indemnified Party, provided that the Indemnifying Party conducts the defense of such claim actively and diligently. If the Indemnifying Party assumes the defense of such claim, the Indemnified Party agrees to reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. So long as the Indemnifying Party is conducting the defense of such claim actively and diligently, the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim, and neither any Indemnifying Party nor any Indemnified Party will consent to the entry of any judgment or otherwise affect enter into any settlement with respect to such claim without the obligation prior written consent of the other, which consent will not be unreasonably withheld (provided that such consent shall be granted in connection with any settlement (i) containing a full release of the party from whom such consent is so requested and (ii) in the case of a consent from an Indemnified Party, involving only monetary damages). In the event the Indemnifying Party does not or ceases to conduct the defense of such claim actively and diligently, (x) the Indemnified Party may defend against, and, with the prior written consent 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 after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that consent to the reasonable fees and expenses entry of any judgment or enter into any settlement with respect to, such counsel shall not be borne by the Indemnifying Partyclaim, and (By) the Indemnifying Party shall not settle any Indemnifiable Claim without will reimburse the Indemnified Party’s consentParty promptly and periodically for the costs of defending against such claim, which consent shall not be unreasonably withheld. So long as including reasonable attorneys’ fees and expenses and (z) the Indemnifying Party is vigorously contesting will remain responsible for any such Indemnifiable Claim in good faith, Losses the Indemnified Party shall not pay or settle may suffer as a result of such claim without to the Indemnifying Party’s consent, which consent shall not be unreasonably withheldfull extent provided in this §8. (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. (a) If With respect to any party entitled to be indemnified pursuant to Section 7.1 (an “claims or demands by third parties, whenever the Indemnified Party”) receives Party shall have notice of the assertion by any that a third party of any claim or of the commencement by any such third person of any actual demand has been asserted or threatened claimwhich, actionif true, 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationwould constitute a basis for indemnification hereunder, the Indemnified Party shall promptly notify the appropriate Indemnifying Party in writing (the “Claim Notice”) of such claim or demand and of the Indemnifiable Claim; providedfacts within the knowledge of the Indemnified Party which relate thereto by a Notice of Claim in accordance with Section 9.7(e)(i) above, and such Notice of Claim shall specifically state 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) claim is a third party claim. The Indemnifying Party shall then have thirty (30) days after receipt of the Claim Notice right to undertakecontest, conduct and control, negotiate or settle any such claim or demand through counsel of its own choosingthe Indem- nifying Party's selection, reasonably satisfactory to the Indemnified Party, and solely at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewithParty's own cost, risk and expense; provided, however, that (A) the Indemnifying Party shall permit not, without the Indemnified Party to participate in such settlement or defense through counsel chosen by prior written consent of the Indemnified Party (subject such consent not to be unreasonably withheld or delayed) settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of Purchaser's business by the Indemnified Party. In the event that the Indemnifying Party should fail to give written notice to the consent Indemnified Party of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that 's intention to contest or settle any such claim or demand within twenty (20) days after the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) Indemnified Party has notified the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting that any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay claim or settle 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 thereindemand has been asserted or threatened, the Indemnified Party shall have the right to contestsatisfy and discharge the same by payment, settlecompromise or otherwise, or compromise and the Indemnifiable Claim Indemnifying Party shall be entirely liable therefor to the Indemnified Party under this indemnity. Notwithstanding the foregoing, however, in the exercise event the Indemnifying Party disputes the Notice of its reasonable discretion; providedClaim sent pursuant to Section 9.7(e)(i) or (iii), that then the Indemnified Party shall notify not, without such Indemnifying Party's written consent settle or compromise such claim or consent to the entry of a judgment in respect thereto. The Indemnified Party may also, if it so elects and entirely within its own discretion, defend any such claim or demand in the event the Indemnifying Party fails to give notice of any compromise its intention to contest or settlement of settle any such Indemnifiable Claimclaim or demand or to contest the Notice of Claim as provided in Section 9.7(e)(ii), in which event the Indemnifying Party shall be required to indemnify the Indemnified Party for any and all Losses which it may sustain, suffer, incur or become subject to as a result of its decision to defend any such claim or demand.

Third Party Claims. (a) If any party entitled to be indemnified As used herein, an "Indemnified Party" means a Purchaser Indemnitee seeking indemnification pursuant to Section 7.1 11.2(a) hereof or a Seller Indemnitee seeking indemnification pursuant to Section 11.2(b) hereof. The Indemnified Party agrees to give the other party (an “Indemnified Party”"Indemnitor") receives prompt written notice of the assertion by any third party of event, or any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitrationdemand, hearingassessment, inquiryinvestigation, proceeding, complaint, charge arbitration or investigation other proceeding by or before in respect of a third party (a "Third Party Claim") of which it has knowledge, for which such Indemnified Party is entitled to indemnification under this Article XI (including in any governmental entity case copies of any summons, complaint or arbitrator other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). No delay on the part of an appeal Indemnified Party in giving the Indemnitor notice of a Third Party Claim shall relieve the Indemnitor from any obligation hereunder unless the Indemnitor is prejudiced thereby. (b) Within twenty days of delivery of such written notice, the Indemnitor may, at the expense of the Indemnitor, elect to take all necessary steps properly to contest any Third Party Claim or to prosecute such Third Party Claim to conclusion or settlement satisfactory to the Indemnitor. If the Indemnitor makes the foregoing (election, an Indemnified Party will have the right to participate at its own expense in all proceedings. If the Indemnitor does not make such election, an Indemnified Party shall be free to handle the prosecution or defense of any such claim Third Party Claim, will take all necessary steps to contest the Third Party Claim or Action being referred to herein prosecute such Third Party Claim to conclusion or settlement satisfactory to such Indemnified Party, and will notify the Indemnitor of the progress of any such Third Party Claim, will permit the Indemnitor, at the sole cost of the Indemnitor, to participate in such prosecution or defense and will provide the Indemnitor with reasonable access to all relevant information and documentation relating to the Third Party Claim and the prosecution or defense thereof. In any case, the party not in control of the Third Party Claim will cooperate with the other party in the conduct of the prosecution or defense of such Third Party Claim. Notwithstanding the foregoing, if an Indemnified Party is offered a written settlement proposal by a third party that has as an “Indemnifiable Claim”its sole component the payment of money by the Indemnified Party and the Indemnitor recommends to the Indemnified Party in writing that it accept such settlement proposal (the "Sanctioned Settlement") and the Indemnified Party refuses to accept such settlement proposal, in such event if the ultimate settlement terms agreed to by the Indemnified Party with respect to which another such third party hereto or the final monetary damages award against the Indemnified Party (an “Indemnifying Party”) either, a "Final Settlement Amount"), is or may be obligated to provide indemnificationgreater than the amount of the Sanctioned Settlement, the Indemnified Party shall promptly notify be responsible for the Indemnifying Party in writing (differential between the “Claim Notice”) of Final Settlement Amount and the Indemnifiable Claim; provided, that Sanctioned Settlement and the failure to provide such notice Indemnitor's liability shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except be limited to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 amount specified 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 ClaimSanctioned Settlement.

Third Party Claims. (a) If any party entitled Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by indemnification for any third party claim, including, but not limited to, any action or proceeding by a third party against any party hereto based upon any contract or tort based claim relating to or arising out of any claim acts or of the commencement omissions 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 which another party hereto (an “Indemnifying Party”a "Claim"): (i) Promptly after receipt by any party hereto of any Claim, such party will, if a Claim with respect thereto is or may to be made against any party obligated to provide indemnificationindemnification hereunder (the "Indemnifying Party"), the Indemnified give such Indemnifying Party shall promptly written notice of such Claim, but any failure to timely notify the Indemnifying Party in writing (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, of its obligations hereunder except to the extent that any damages directly resulted or were caused by such failure. (b) The it was prejudiced thereby. Such Indemnifying Party shall have thirty (30) days after receipt the right, at its option, to settle, compromise or defend, at its own expense and with its own counsel, any such Claim involving the asserted liability of the Claim Notice to undertakeparty seeking such indemnification (the "Indemnified Party"), conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, provided that (A) the Indemnifying Party shall permit not settle, compromise or consent to the Indemnified Party to participate entry of any judgment in such settlement any pending or defense through counsel chosen by threatened Claim, except with the consent of the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld). If the Indemnifying Party fails to assume the defense of such Claim within 30 days of receipt of notice of such Claim, provided that or if at any time the reasonable Indemnifying Party shall fail to defend in good faith any such Claim, the Indemnified Party may assume the defense thereof and may employ counsel with respect thereto and all fees and expenses of such counsel shall not be borne paid by the Indemnifying PartyParty and the Indemnified Party may conduct and defend such claim in such manner as it may deem appropriate, subject to the last sentence of this Section. If any Indemnifying Party undertakes to compromise, settle or defend any such asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and (B) the Indemnified Party agrees to cooperate fully with the Indemnifying Party shall not settle and its counsel in the compromise of, or defense against any Indemnifiable Claim without such asserted liability. The Indemnified Party may appoint, at its own expense, associate counsel to participate in the joint defense of any such matter with respect to which the Indemnifying Party has undertaken the defense, and the Indemnifying Party may appoint, at its own expense, associate counsel to participate in the joint defense of any such matter which the Indemnified Party’s consentParty is defending. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in any pending or threatened Claim, except with the consent of the Indemnifying Party (which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld). (cii) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt The sole and exclusive monetary remedy of the Claim Notice that it elects parties hereto for any and all Loss, including any Claim, with respect to undertake the defense transactions contemplated in this Agreement and the Ancillary Agreements, shall be the indemnity set forth in this Article VII, as limited by the provisions set forth in this Article VII. Any claim or request for indemnification not submitted in writing prior to the expiration of the Indemnifiable applicable survival period of the warranty or representation provided in this Article VII on which such Loss or Claim described therein, the Indemnified Party is based shall be deemed to have been waived and no party shall have any further liability with respect thereto. The Principal Seller may satisfy an indemnification obligation through the right tendering to contestNational of Acquisition Shares, settleprovided that (a) the value of such Acquisition Shares shall solely be based upon the average closing price of the shares of National's common stock as reported by the OTC Bulletin Board or the then applicable stock exchange during the five business days immediately preceding the tender of such Acquisition Shares and (ii) notwithstanding the foregoing, or compromise the Indemnifiable Claim there shall be a cap in the exercise amount of its reasonable discretion; providedFive Million Dollars ($5,000,000) in the aggregate for all indemnification claims against either or both of the Principal Seller and Tele and a cap in the amount of One Million Seven Hundred Thousand Dollars ($1,700,000) in the aggregate for all indemnification claims against National. No claim for indemnification may be made by either National or Tele and the Principal Seller, that as the Indemnified Party shall notify case may be, unless the Indemnifying Party aggregate of any compromise or settlement of any such Indemnifiable Claimall claims for which indemnification is sought by either party exceeds $25,000.

Third Party Claims. (ai) If any party entitled to be indemnified pursuant to Section 7.1 Except as otherwise provided in clause (an “Indemnified Party”ii) receives notice of this subsection (b), in the assertion by any third party case of any claim asserted by a Person that is not a party to this Agreement or of the commencement an Affiliate Controlled 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 a party to this Agreement against an appeal from any of the foregoing Indemnified Party (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification), the Indemnified Party shall promptly notify permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume and control the defense of such Third-Party Claim and any Proceedings resulting therefrom; provided that (i) counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and (ii) the Indemnified Party may participate in such defense at such Indemnified Party’s sole cost and expense (including the costs and expenses of counsel). Except with the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any Third-Party Claim or related Proceedings, unless such judgment or settlement relates solely to monetary damages, provides for a full, unconditional and irrevocable release by such third party of the Indemnified Party and its Affiliates and, in the reasonable good faith judgment of Buyers, does not and would not reasonably be expected to adversely impact or impair the business or reputation of Buyers and their Affiliates (including the Company and its Affiliates after the Closing). (ii) Notwithstanding clause (i) above, in the event that the Indemnified Parties shall in good faith determine that the Indemnified Parties may have available to them one or more defenses or counterclaims that are inconsistent with one or more of the defenses or counterclaims that may be available to the Indemnifying Party in writing respect of a Third-Party Claim or any Proceeding relating thereto, (A) the “Claim Notice”) of Indemnified Parties shall have the Indemnifiable Claim; providedright, that at the failure to provide such notice shall not relieve or otherwise affect the obligation sole cost of the Indemnifying Party to provide indemnification hereunder, except to (including the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt costs and expenses of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and for the Indemnified Party shall cooperate with Parties (provided that the Indemnifying Party will not be required to pay for more than one counsel in any jurisdiction for all Indemnified Parties in connection therewith; provided, that (A) the Indemnifying with any such Third-Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheldClaim and related Proceedings)), provided that at all times to take over and assume control over the reasonable fees defense and expenses prosecution of such counsel shall not be borne by the Indemnifying Party, portion of such Third-Party Claim and related Proceedings related to such inconsistent defenses and counterclaims and (B) the Indemnifying Party shall not settle any Indemnifiable retain control over the defense and prosecution of the remaining aspects of such Third-Party Claim without and related Proceeding; provided that, in the case where the Indemnified Party’s consentParties have assumed control of the defense and prosecution of such portion of such Third-Party Claim and related Proceeding related to such inconsistent defenses and counterclaims, which consent shall not be unreasonably withheld. So long as neither the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, nor the Indemnified Party shall not pay or may settle such claim or Proceeding without the Indemnifying Party’s consentwritten consent of the other party, which such consent shall not to be unreasonably withheld. (c) If withheld or delayed. In the Indemnifying event that the Indemnified Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake assume the defense of the Indemnifiable Claim described thereinany matter as provided above in clause (A), the Indemnified Indemnifying Party shall have the right to contestcontrol the defense against any such Third-Party Claim or related Proceeding, settle, or compromise provided that (1) subject to the Indemnifiable control of the prosecution and defense of such Third-Party Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify by the Indemnifying Party and its counsel, the Indemnified Parties and their counsel (which shall be reasonably satisfactory to the Indemnifying Party) shall be kept fully informed as to all material aspects of such Third-Party Claim and related Proceedings and shall have the right to participate fully in the prosecution and defense of such Third-Party Claim, (2) the Indemnifying Party and its counsel shall promptly provide to the Indemnified Parties and their counsel all material information related to such Third-Party Claim and related Proceedings (including copies of written information), (3) the Indemnified Parties and their counsel shall have their views regarding such Third-Party Claim considered in good faith by the Indemnifying Party and its counsel and (4) the Indemnified Parties and their counsel shall have the right to consent, such consent not be unreasonably withheld, to the settlement or compromise of such Third-Party Claim and related Proceedings. (iii) Subject to clause (ii) of this Section 7.7(b), in the event that an Indemnified Party determines in good faith that any Third-Party Claim or any Proceeding related thereto has had or could reasonably be expected to adversely impact or impair the commercial interests or business reputation of Buyers or their Affiliates (including the Company and its Affiliates after the Closing), (1) counsel to be utilized by the Indemnifying Party in respect of such Third-Party Claim and related Proceeding shall be reasonably acceptable to the Indemnified Parties, (2) subject to the control of the prosecution and defense of such Third-Party Claim by the Indemnifying Party and its counsel, the Indemnified Parties and their counsel (which shall be reasonably satisfactory to the Indemnifying Party) shall be kept fully informed as to all material aspects of such Third-Party Claim and related Proceedings and shall have the right to participate fully in the prosecution and defense of such Third-Party Claim, (3) the Indemnifying Party and its counsel shall promptly provide to the Indemnified Parties and their counsel all material information related to such Third-Party Claim and related Proceedings (including copies of written information), (4) the Indemnified Parties and their counsel shall have their views regarding such Third-Party Claim considered in good faith by the Indemnifying Party and its counsel, and (5) the Indemnified Parties and their counsel shall have the right to consent, such consent not be unreasonably withheld, to the settlement or compromise of such Third-Party Claim and related Proceedings. (iv) In any event, Seller and Buyer shall reasonably cooperate in the investigation, pre-trial activities, trial, compromise, settlement, discharge and defense of any compromise or settlement Third-Party Claim subject to this Article VII and the records and employees of any each shall be made reasonably available to the other with respect to such Indemnifiable Claimdefense.

Third Party Claims. (a) If In the event that, subsequent to the Closing, any party person or entity entitled to be indemnified pursuant to Section 7.1 indemnification under this Agreement (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement of any action or proceeding by any such third person of Person who is not a party to this Agreement or otherwise entitled to indemnification hereunder as a Purchaser Indemnified Party or Seller Indemnified Party (including, but not limited to 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 Governmental Body) (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) with respect against such Indemnified Party, for which a claim is to which another party hereto be made by an Indemnified Party under this Agreement (an “Indemnifying Party”) is or may be obligated to provide indemnification), the Indemnified Party shall promptly notify give written notice regarding such claim to the Indemnifying Party in writing within fifteen (15) Business Days after learning of such claim. Other than with respect to a claim involving Taxes, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Claim Defense Notice”) within fifteen (15) days Business Days after receipt from the Indemnified Party of notice of such claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnifiable ClaimIndemnified Party; provided, however, that the failure Indemnified Party shall have the right to provide such notice approve the Defense Counsel, which approval shall not relieve be unreasonably withheld or otherwise affect delayed. (i) In the obligation event that the Indemnifying Party shall fail to give the Defense Notice within said fifteen (15)-Business Day period, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct the defense in good faith and to compromise and settle the claim in good faith and the Indemnifying Party will be liable for all reasonable costs, expenses, settlement amounts or other Damages paid or incurred in connection therewith; provided, however, that no such compromise or settlement shall be effected without the prior written consent (which shall not be unreasonably withheld or delayed) of the Indemnifying Party if, pursuant to provide indemnification hereunderor as a result of such compromise or settlement, except (A) injunctive relief or specific performance would be imposed against the Indemnifying Party, or (B) if the Indemnifying Party is also named as a party to such claim, such compromise or settlement does not expressly and unconditionally release the Indemnifying Party from all liabilities and obligations to the extent that any damages directly resulted or were caused by third party claimant (without limitation of the Indemnified Party’s rights against the Indemnifying Party hereunder) with respect to such failureclaim, without prejudice. (bii) The In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the subject claim, the Indemnifying Party shall be entitled to have thirty (30) days after receipt the exclusive control over said defense settlement of the Claim Notice subject claim and the Indemnified Party will cooperate with and make available to undertakethe Indemnifying Party such assistance and materials as it may reasonably request, conduct and control, through counsel all at the expense of its own choosing, and at its expense, the settlement or defense thereofIndemnifying Party, and the Indemnified Party shall cooperate with have the right at its expense to participate in the defense assisted by counsel of its own choosing. In such an event, the Indemnifying Party in connection therewithwill not settle the subject claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld if, pursuant to or as a result of such compromise or settlement, (A) injunctive relief or specific performance would be imposed against the Indemnifying Party, or (B) would impose a material amount of liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. Notwithstanding the generality of the foregoing, the Indemnifying Party's delivery of a Defense Notice shall constitute an acceptance of the obligation to indemnify the Indemnified Party with respect to all Damages, if any, resulting from the subject claim; provided, however if during the course of the defense the Indemnifying Party reasonably determines that (A) is should not be liable to the Indemnified Party for the Third Party Claim that is the subject of the Defense Notice and , either in such Defense Notice or thereafter, promptly notifies the Indemnified Party in writing of such determination setting forth in reasonable detail the basis therefor, and each of the conduct of the defense by the Indemnifying Party and any proposed transition of the defense to the Indemnified Party has not prejudiced the Indemnified Party in any material manner, then the initial delivery of the Defense Notice by the Indemnifying Party shall permit not be deemed to have constituted such acceptance. (iii) Without the prior written consent of the Indemnified Party which shall not be unreasonably withheld or delayed, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to participate in defend against such claim, if pursuant to or as a result of such settlement or defense through counsel chosen by cessation, (A) injunctive relief or specific performance would be imposed against the Indemnified Party, or (B) such settlement or cessation would impose a material amount of liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. (iv) Notwithstanding Section 11.3(a)(ii), the Indemnifying Party shall not be entitled to control, but may participate in, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim (A) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, (B) that involves criminal allegations against the Indemnified Party, (C) that if unsuccessful, could be reasonably expected to materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party, or (D) that imposes any material amount of liability on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. In such an event, the Indemnifying Party will still have all of its obligations hereunder provided that the Indemnified Party will not settle the subject to claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall will not be unreasonably withheld. (cv) If Any final judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party does not notify Party, and shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to prompt indemnification hereunder to the extent otherwise within thirty (30) days after receipt the scope of the Claim Notice that it elects to undertake the defense indemnification provisions of the Indemnifiable Claim described therein, the this Article 11. (vi) A failure by an Indemnified Party shall have to give timely, complete or accurate notice as provided in this Section 11.3 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to contest, settle, recover any payment under its applicable insurance coverage or compromise the Indemnifiable Claim in the exercise was otherwise directly and materially prejudiced as a result of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimfailure to give timely notice.

Third Party Claims. (a) If In the event that any party entitled written claim or demand for which an Indemnifying Party may be liable to any Indemnified Party hereunder is asserted against or sought to be indemnified pursuant to Section 7.1 collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event later than twenty (an “20) Business Days following such Indemnified Party”) receives notice ’s receipt of the assertion by any third party of any 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 demand (including a copy of any related written third party demand, claim or complaint) (the “Indemnifiable Third-Party Claim”) with respect ), deliver a Claim Notice to which another party hereto (an “the Indemnifying Party”) ; provided, however, that failure to deliver a Claim Notice shall not affect the indemnification provided hereunder except in the event the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. If a Third-Party Claim is or may made against an Indemnified Party, the Indemnifying Party shall be obligated entitled to provide indemnificationparticipate therein and, to the extent that the Indemnifying Party shall wish, to assume the defense thereof (which shall conclusively establish thereby the Indemnifying Party’s responsibility to indemnify the Indemnified Party shall promptly notify in respect of such Third-Party Claim subject to the Indemnifying Party limitations in writing (the “Claim Notice”) of the Indemnifiable Claim; providedthis Article 12), that the failure to provide such and, after notice shall not relieve or otherwise affect the obligation of from the Indemnifying Party to provide indemnification hereunderthe Indemnified Party of such election to so assume the defense thereof, except to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt not be liable to the Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, Indemnified Party in connection with the settlement or defense thereof, and the . The Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in connection therewith; provided, that (A) the defense against any such Third-Party Claim. The Indemnified Party shall have the right to participate at its own expense in the defense of any Third-Party Claim. Neither the Indemnifying Party shall permit Party, on the one hand, nor the Indemnified Party, on the other hand, shall admit liability to, or settle, compromise or discharge any Third-Party to participate in such settlement or defense through counsel chosen by Claim without the Indemnified Party (subject to the prior consent of the Indemnifying other Party, which consent shall not be unreasonably withheld), provided that conditioned or delayed; provided, however, the Indemnifying Party may settle, compromise or discharge any Third-Party Claim the defense of which was assumed by the Indemnifying Party if such Third-Party Claim provides only for the payment of monetary damages. In the event the Indemnifying Party elects not to defend any Third-Party Claim, the Indemnified Party shall defend against such Third-Party Claim in good faith and in a commercially reasonable fees manner at the cost and expenses expense of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 contestparticipate in such defense at its own expense. Notwithstanding anything to the contrary herein, settle, or compromise the Indemnifiable Indemnifying Party shall not have the right to assume the defense of any Third-Party Claim in the exercise of its reasonable discretion; provided, that and the Indemnified Party shall notify may elect to assume the defense to the extent (i) such Third-Party Claim constitutes a claim for non-monetary, equitable or injunctive relief against the Indemnified Party which, if awarded, would be reasonably expected to have a material and adverse impact on the business of the Indemnified Party (after giving effect to the transactions contemplated by this Agreement); or (ii) if an actual or potential conflict of interest exists or would reasonably be expected to potentially arise (as determined by outside counsel) in respect of the matters subject to such Third-Party Claim as determined by the conflict-of-interest rules restricting attorney conduct in the applicable jurisdiction if counsel for the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimwere to act as counsel for the Indemnified Party.

Third Party Claims. (a) If any For purposes of this Section, a party entitled making a claim for indemnity under this Agreement is hereinafter referred to be indemnified pursuant to Section 7.1 (as an “"Indemnified Party”) receives " and the party against whom such claim is asserted is hereinafter referred to as the "Indemnifying Party." An Indemnified Party shall give prompt written notice to an Indemnifying Party of the commencement or assertion by of any third third-party action in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure to so notify an Indemnifying Party shall not relieve an Indemnifying Party from any liability that it may have to such Indemnified Party under this Article unless the failure to give such notice materially and adversely prejudices an Indemnifying Party. Neither Buyer nor Seller will have any indemnification obligation under this Agreement unless notice is given of any claim or for indemnification prior to the end of the commencement by any such third person of any actual or threatened claimperiod during which representations, actionwarranties, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator covenants and an appeal from any agreements survive as provided in Section 11.01. An Indemnifying Party shall have the right to assume control of the foregoing defense of, settle, or otherwise dispose of such third-party action on such terms as they deem appropriate; provided, however, that: (any such claim or Action being referred to herein as an “Indemnifiable Claim”i) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify be entitled, at his, her, or its own expense, to participate in the Indemnifying Party in writing (the “Claim Notice”) defense 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.third-party action; (bii) The an Indemnifying Party shall have thirty (30) days after receipt obtain the prior written approval of the Claim Notice Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such third-party action or any liability in respect thereof if, pursuant to undertakeor as a result of such settlement, conduct and controlcompromise, through counsel admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment would have a Material Adverse Effect on its business or, in the case of an Indemnified Party who is a natural person, on his or her assets or interests; (iii) an Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third-party action; and (iv) an Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own choosing, and at its expense, expense in the settlement or defense thereofof), and the Indemnified Party shall cooperate with be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third-party action (i) as to which an Indemnifying Party in connection therewith; provided, that fails to assume the defense within a reasonable length of time or (Aii) to the Indemnifying Party shall permit extent the third-party action seeks an Order against the Indemnified Party to participate in such settlement which, if successful, would have a Material Adverse Effect on the business, operations, assets, or defense through counsel chosen by the Indemnified Party (subject to the consent financial condition of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent; PROVIDED, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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; providedHOWEVER, that the Indemnified Party shall notify make no settlement, compromise, admission, or acknowledgment which would give rise to liability on the part of the Indemnifying Party without the prior written consent of the Indemnifying Party. (b) An Indemnifying Party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section to or for the account of the Indemnified Party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due and payable, provided that the Indemnified Party has agreed in writing to reimburse the Indemnifying Party for the full amount of such payments if the Indemnified Party is ultimately determined not to be entitled to such indemnification. (c) The parties hereto shall extend reasonable cooperation in connection with the defense of any compromise or settlement of any third-party action pursuant to this Article and, in connection therewith, shall furnish such Indemnifiable Claimrecords, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

Third Party Claims. (a) If Promptly after the receipt by any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives hereto of notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suitsuit or proceeding of any third party which is subject to indemnification hereunder, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any such party (the "Indemnified Party") shall give written notice of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another the party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationindemnification hereunder (the "Indemnifying Party"), stating the nature and basis of such claim and the amount thereof, to the extent known. The Indemnifying Party shall be entitled to defend any such indemnified matter, so long as it chooses counsel that is reasonably satisfactory to the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable ClaimParty; 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 after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle or compromise any Indemnifiable Claim such claim that may have an adverse effect on the Indemnified Party (or if the Indemnifying Party is the Seller, on the Companies), without the Indemnified Party’s 's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. So long as If the Indemnifying Party is vigorously contesting elects to assume the defense of, negotiate, settle or otherwise deal with any such Indemnifiable Claim claim which relates to any Losses indemnified against hereunder, the Indemnifying Party shall within 15 business days of receipt of written notice of the assertion of a claim notify in good faithwriting the Indemnified Party of its intent to do so. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any claim which relates to any Losses indemnified against hereunder, the Indemnified Party may defend against, negotiate, settle, or otherwise deal with such claim. If the Indemnifying Party fails to notify the Indemnified Party of its election as herein provided or the Indemnifying Party contests its obligation to indemnify the Indemnified Party for such Losses under this Agreement, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such claim. The Indemnified Party may participate in the defense of such claim, at its own expense, if the Indemnifying Party undertakes such defense. The Indemnifying Party shall reasonably cooperate in any such defense or settlement and give the Indemnified Party full access to all information relevant thereto. (b) The Seller shall have the right to represent the interests of the Companies in any Tax audit or administrative or court proceeding relating to Tax Returns for periods ending before the Closing Date with respect to which the Seller is liable for Taxes pursuant to this Agreement; provided, that the Seller shall be responsible for all costs and expenses, (including, but not pay limited to, legal costs) relating to such representation. Notwithstanding the foregoing, the Purchaser shall have the right to participate in any such audit or settle proceeding to the extent that any such claim audit or proceeding may affect the Tax liability of the Purchaser, any of its Affiliates, or the Companies for any period ending on or after the Closing Date, and to employ counsel of the Purchaser's choice at its own expense for purposes of such participation. Notwithstanding anything to the contrary contained or implied in this Agreement, without the Indemnifying Party’s consentprior written consent of the Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned, none of the Seller or any Affiliate of the Seller shall agree or consent to compromise or settle, either administratively or after the commencement of litigation, any issue or claim arising in any such audit or proceeding, or otherwise agree or consent to any Tax liability with respect to the Companies, to the extent that any such compromise, settlement, consent or agreement will (i) result in a Loss for which the Purchaser is required to indemnify any Seller Indemnified Parties under this Agreement or (ii) result in the material payment of any Tax following the Closing Date by the Purchaser or any of the Companies or Affiliates thereof which is unreasonable under the circumstances and which would not have been paid in the absence of such agreement, consent, compromise or settlement. (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 The Purchaser shall have the right to contestrepresent the interests of the Companies in and to control any Tax audit or administrative or court proceeding relating to Tax Returns for periods beginning on or after the Closing Date; provided, however, that the Seller shall have the right to participate in any such audit or proceeding to the extent that any such audit or proceeding may result in a Loss for which the Seller is required to indemnify the Purchaser Indemnified Parties under this Agreement, and to employ counsel of the Seller's choice at its own expense for purposes of such participation. Notwithstanding anything to the contrary contained or implied in this Agreement, without the prior written consent of the Seller, which consent shall not be unreasonably withheld, delayed or conditioned, none of the Purchaser or any Affiliate of the Purchaser shall agree or consent to compromise or settle, either administratively or compromise after the Indemnifiable Claim commencement of litigation, any issue or claim arising in any such audit or proceeding, or otherwise agree or consent to any Tax liability with respect to the exercise Companies, to the extent that any such compromise, settlement, consent or agreement will result in a material Loss for which the Seller is required to indemnify any Purchaser Indemnified Parties under this Agreement which it is unreasonable for Seller to pay under the circumstances. (d) The Purchaser shall notify the Seller in writing within ten days of its reasonable discretionreceipt by it, or by any of the Purchaser's Affiliates or the Companies, of any written notice of any pending or threatened Tax audits or assessments relating to the income, properties or operations of the Companies, in each case for periods ending before the Closing Date. Failure to provide such notice shall not affect the Seller's indemnification obligations under this Agreement except to the extent that such failure has actually and materially prejudiced the Seller and then only to the extent of such prejudice; provided, that the Indemnified Party Seller shall notify be deemed to be materially prejudiced if as a result of the Indemnifying Party Purchaser's failure to give timely notice or the Purchaser's failure to comply with Section 2.3 or 6.11 the Seller's rights to obtain indemnification from Mattel are impaired, and the Purchaser shall not be indemnified by the Seller up to the amount, if any, of any compromise indemnification which would have been obtained from Mattel by the Seller if but for the Purchaser's actions or settlement of any such Indemnifiable Claimin actions the Seller would have been indemnified by Mattel.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (BBi) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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. (a) If any a claim by a third party entitled to be indemnified pursuant to Section 7.1 (a "Third-Party Claim") is made against a Seller Indemnified Party or Buyer Indemnified Party (collectively, an “"Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any "), and if 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 Indemnified Party intends to herein as an “Indemnifiable Claim”) seek indemnity with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationthereto under this Article X, the such Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) indemnifying party of the Indemnifiable Claimsuch claim; provided, that, that the failure to provide such notice shall promptly notify the indemnifying party will not relieve or otherwise affect the obligation indemnifying party of any Liability it may have to the Indemnifying Party to provide indemnification hereunderIndemnified Party, except to the extent that any damages directly resulted or were caused the indemnifying party demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Party's failure to give notice within such failure. (b) time period. The Indemnifying Party indemnifying party shall have thirty (30) 30 days after receipt of the Claim Notice such notice to undertake, conduct and control, through counsel of its own choosing, choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party it in connection therewith; provided, provided that (A) the Indemnifying Party indemnifying party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the such Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the such Indemnified Party’s consent, which consent . If the indemnifying party so chooses to assume the defense it shall not be unreasonably withheld. do so promptly and diligently. (b) So long as the Indemnifying Party indemnifying party is vigorously reasonably and diligently contesting any such Indemnifiable Claim claim in good faith, the Indemnified Party shall not pay or settle any such claim without the Indemnifying Party’s consentprior written consent of the indemnifying party, which such consent shall not to be unreasonably withheld. (c) . Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim, provided that, in such event, it shall waive any right to indemnity therefor by the indemnifying party. If the Indemnifying Party indemnifying party does not notify the Indemnified Party in writing within thirty (30) 30 days after the receipt of the Claim Notice Indemnified Party's written notice of a claim of indemnity hereunder that it elects to undertake the defense of the Indemnifiable Claim described thereinthereof, the Indemnified Party shall have the right to contest, settle, settle or compromise the Indemnifiable Claim claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The indemnifying party shall not, except with the written consent of the Indemnified Party, such consent not to be unreasonably withheld, enter into any settlement unless (A) there is no finding or admission of any violation of Applicable Law, (B) the sole relief provided is monetary damages that are paid in full by the exercise of its reasonable discretion; providedindemnifying party, that (C) the Indemnified Party or its Affiliates shall notify the Indemnifying Party of have no Liability with respect to any compromise or settlement of such Third-Party Claim, and (D) the compromise or settlement provides to all Indemnified Parties and their Affiliates and agents an unconditional release from all Liability with respect to such Third-Party Claim or the facts underlying such Third-Party Claim. Notwithstanding the foregoing, the indemnifying party will not settle any Third Party Claims as part of a class action or representative action including, but not limited to those arising under Section 17200 of the California Business and Professions Code or any similar statute without the prior written consent of the Indemnified Party, such Indemnifiable Claimconsent not to be unreasonably withheld. (c) With respect to any Third-Party Claim subject to indemnification under this Article X, (i) both the Indemnified Party and the indemnifying party, as the case may be, shall keep the other party reasonably informed of the status of such Third-Party Claim and any related proceedings at all stages thereof, (ii) the parties agree to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim and (iii), with respect to any Third-Party Claim subject to indemnification under this Article X, the parties agree to cooperate (including, when appropriate, by entering into joint defense agreements or retaining joint counsel) in such a manner as to preserve to the fullest extent possible the confidentiality of all confidential information and the attorney-client and work-product privileges. (d) The defense and litigation of all Actions pending on the Closing Date with respect to which Sellers are obligated to indemnify the Buyer Indemnified Parties pursuant to Section 10.01(a)(ii) shall be conducted in accordance with this Section 10.07 provided that, for purposes of applying the provisions hereof (i) no notice or demand for indemnification shall be required, (ii) Sellers shall be the indemnifying party, (iii) the Buyer Indemnified Parties shall be the Indemnified Party, and (iv) the provisions of Section 2.2(f) of the Subservicing Agreement shall continue to apply to the administration and management of Default Litigation (as defined therein) after the Closing Date.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 10.02 (an “"Indemnified Party”") receives notice of the assertion by any third ----------------- party of any 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 Action (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with respect to which another party hereto (an “------------------- "Indemnifying Party”") is or may be obligated to provide indemnification, the ------------------ Indemnified Party shall promptly notify the Indemnifying Party in writing (the “"Claim Notice”") of the Indemnifiable Indemnifying Claim; provided, however, 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 Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (Ai) the Indemnifying Party shall permit the -------- ------- Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s 's consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s '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, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, -------- however, that the Indemnified Party shall notify the Indemnifying Party of any ------- compromise or settlement of any such Indemnifiable Claim. (d) Anything contained in this Section 10.03 to the contrary notwithstanding, the Shareholders shall not be entitled to assume the defense for any Indemnifiable Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks an order, injunction or other equitable relief or relief for other than money damages against Buyer or the Company which Buyer determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successful, would adversely affect the business, properties or prospects of Buyer or the Company; provided, -------- however, if such equitable relief portion of the Indemnifiable Claim can be so ------- separated from that for money damages, the Shareholders shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. (a) If any party entitled In order for an Indemnified Party to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any 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”) seek indemnification under this Article 7 with respect to which another any action, lawsuit, Proceeding, investigation or other claim brought against it by a third party hereto (an a “Indemnifying PartyThird-Party Claim”) is or may be obligated to provide indemnification), the such Indemnified Party shall promptly notify must give prompt written notice to the Indemnifying Party in writing after receiving written notice of such Third-Party Claim, specifying the amount thereof (if known and quantifiable) and the “Claim Notice”) basis of the Indemnifiable Claimsuch claim; providedprovided that, that the any failure to provide such notice so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its or otherwise affect his obligations hereunder except to the obligation extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure, or the indemnification obligations of the Indemnifying Party to provide indemnification hereunderare materially increased as a result of such failure (in which case, except the Indemnifying Party’s obligations will only be reduced to the extent of such material increase), or such claims notice was delivered after the expiration of the applicable survival period. With respect to any Third-Party Claim which, if adversely determined, would entitle the Indemnified Party to indemnification pursuant to this Article 7, the Indemnifying Party shall be entitled, at its sole cost and expense, (i) to participate in the defense of such Third-Party Claim giving rise to the Indemnified Party’s claim for indemnification or (ii) at its option (subject to the limitations set forth below), to assume control of such defense and appoint lead counsel reasonably acceptable to the Indemnified Party; provided that, as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first: (1) notify the Indemnified Party and agree in writing within ten (10) days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any damages directly resulted Losses (without any limitations other than those set forth in Section 7.5) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or were caused by the Third-Party Claim in accordance with the terms of this Agreement; and (2) furnish the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has sufficient resources to defend such failureThird-Party Claim and to satisfy its obligations to the Indemnified Party under this Article 7 in respect of such Third-Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume control of such defense if the Third-Party Claim which the Indemnifying Party seeks to assume control (A) seeks non-monetary relief, (B) involves criminal or quasi-criminal allegations, (C) involves a claim which, if adversely, determined, would be reasonably expected, in the good faith judgment of the Indemnified Party, to establish a precedent, custom or practice adverse to the continuing business interests or prospects of the Indemnified Party or the Company, (D) seeks Losses in excess of the Cap or (E) 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 (each of the foregoing, an “Exception Claim”). (b) The In the event that (i) the Indemnifying Party shall have thirty (30) days after receipt fails to elect to assume control of the defense of any Third-Party Claim Notice to undertakein the manner set forth in Section 7.3.2(a) or (ii) such Third-Party Claim is or at any time becomes, conduct and controlan Exception Claim, through counsel of its own choosingthe Indemnified Party may defend against, and at its expenseconsent to the entry of any Judgment or enter into any settlement with respect to, the settlement or defense thereof, Third-Party Claim in any manner it may deem appropriate (and the Indemnified Party shall cooperate with the need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify is controlling the defense of any Third-Party Claim in accordance with Section 7.3.2(a), (i) the Indemnified Party within thirty (30) days after receipt of shall nonetheless have the Claim Notice that it elects right to undertake participate in the defense of such Third-Party Claim giving rise to the Indemnifiable Indemnified Party’s claim for indemnification, (ii) the Indemnifying Party will not consent to the entry of any Judgment or enter into any settlement with respect to or cease to defend such Third-Party Claim described thereinwithout the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that, the Indemnified Party shall have no obligation of any kind to consent to the right entrance of any Judgment or into any settlement unless such Judgment or settlement (1) is for only money damages, the full amount of which shall be paid by the Indemnifying Party, (2) includes, as a condition thereof, an express, unconditional release of the Indemnified Party from any further liability or obligation with respect to contestsuch Third-Party Claim and (3) would not be reasonably expected, settlein the good faith judgment of the Indemnified Party, to establish a precedent, custom or practice materially adverse to the continuing business interests or prospects of the Indemnified Party or the Company. (d) Irrespective of which Party controls the defense of any Third-Party Claim, the other Parties to this Agreement will, and will cause any non-Party Affiliate to, reasonably cooperate with the controlling Party in such defense and make available to the controlling Party all witnesses, pertinent records, materials and information in such non-controlling Party’s possession or under its control relating thereto as is reasonably required by the controlling Party. Nothing in this Section shall obligate any Party to (i) breach any duty of confidentiality owed to any Person, Law or Contract with any Person, or compromise (ii) waive any privileges, including the Indemnifiable attorney-client or attorney work-product privileges, provided that a Party shall use reasonable efforts to provide access to such information in a way, and to the extent possible, so as to preserve any applicable attorney-client or work-product privilege. (e) If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form and with customary representations and warranties regarding due authority and that the exercise released claims shall not be assigned, for the unconditional release of its reasonable discretion; providedeach Indemnified Party from all Losses in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, then the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent in writing to such firm offer within fifteen (15) days and promptly assumes the defense of such Third-Party Claim after the Indemnified Party’s receipt of such notice, then the Indemnified Party shall notify be entitled to continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim is not to exceed the amount of any compromise such settlement offer. If the Indemnified Party fails to consent to such firm offer within fifteen (15) days or settlement fails to promptly assume defense of such Third-Party Claim, then the Indemnifying Party shall be entitled to settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. The parties shall act in good faith in responding to, defending against, settling or otherwise dealing with Third-Party Claims, and cooperate in any such Indemnifiable Claimdefense and give each other reasonable access to all information relevant thereto.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion a claim by any a third party of is made against any 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”) Indemnified Party with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated the Indemnified Party intends to provide indemnificationseek indemnification hereunder for any Loss under this Article VIII, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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) claim. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right, but not the obligation, to undertake, conduct and control, through counsel of its own choosingchoosing reasonably acceptable to the Indemnified Party, and at any third party claim, action, suit or proceeding (a “Third-Party Claim”) provided that it gives notice within thirty (30) days of its expensereceipt of notice from the Indemnified Party, the settlement or defense thereof, and of its intent to do so. Failure to give notice shall give the Indemnified Party shall cooperate with the sole right to conduct and control such Third-Party Claim. If the Indemnifying Party elects to control a Third Party Claim in connection therewithaccordance with this Section 8.7, the Indemnifying Party may compromise or settle the same; provided, however, that the Indemnifying Party shall give the Indemnified Party advance notice of any proposed compromise or settlement and shall not enter into any such compromise or agreement that does not include a full release of the Indemnified Party from all liability in connection with the portion of that Third Party Claim that is indemnifiable hereunder, unless the Indemnified Party consents thereto in its sole discretion. (Ab) No Indemnified Party may compromise or settle any Third-Party Claim for which it is seeking indemnification hereunder without the written consent of the Indemnifying Party. The Indemnifying Party shall permit the Indemnified Party to participate in in, but not control, the defense of any such settlement action or defense suit through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party; provided, which consent shall not be unreasonably withheld)however, provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Indemnified Party, and (B) . If the Indemnifying Party shall elects not settle any Indemnifiable Claim without to control or conduct the Indemnified Party’s consentdefense or prosecution of a Third-Party Claim, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting nevertheless shall have the right to participate in the defense or prosecution of any Third-Party Claim and, at its own expense, to employ counsel of its own choosing for such Indemnifiable Claim in good faith, purpose. An Indemnifying Party will lose any previously acquired right to control the Indemnified Party shall not pay or settle such claim without defense of any Proceeding if for any reason the Indemnifying Party’s consentParty ceases to actively, which consent shall not be unreasonably withheldcompetently and diligently conduct the defense. (c) If The Parties shall cooperate in the defense or prosecution of any Third-Party Claim, with such cooperation to include (i) the retention and the provision of the Indemnifying Party does not notify records and information that are reasonably relevant to such Third-Party Claim, and (ii) the Indemnified Party within thirty (30) days after receipt making available 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 employees on a mutually convenient basis for providing additional information and explanation of any compromise or settlement of any such Indemnifiable Claimmaterial provided hereunder.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 Promptly after receipt by a Sellers Indemnified Party or a Buyer Indemnified Party (an “Indemnified Party”) receives of notice of any matter or the assertion by any third party commencement of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, inquiry, hearing, inquiry, proceeding, complaint, charge proceeding or investigation by or before any court of competent jurisdiction, governmental entity or arbitrator and an appeal from any other regulatory or administrative agency or commission or arbitral panel (“Action”) by a third party in respect of which the foregoing Indemnified Party will seek indemnification hereunder (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) with respect ), the Indemnified Party shall notify each individual or entity that is obligated to which another party hereto provide such indemnification (an “Indemnifying Party”) is or may be obligated thereof in writing but any failure to provide indemnification, the Indemnified Party shall promptly so notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect it from any liability that it may have to the obligation of Indemnified Party other than to the extent the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused is actually prejudiced by such failure. (b) . The Indemnifying Party shall have thirty be entitled to participate in the defense of such Third-Party Claim and, provided that within fifteen (3015) days after receipt of such written notice the Indemnifying Party confirms in writing its responsibility therefore and demonstrates to the reasonable satisfaction of the Indemnified Party its financial capability to undertake the defense and provide indemnification with respect to such Third-Party Claim, to assume control of such defense with counsel reasonably satisfactory to such Indemnified Party; provided, however, that: (a) the Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim Notice and to undertake, conduct and control, through employ counsel of at its own choosing, expense to assist in the handling of such matter or claim; (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such Third-Party Claim or ceasing to defend against such matter or claim (with such approval not to be unreasonably withheld); (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a full and complete release from all liability in respect of such Third-Party Claim; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its expense, own expense in the settlement or defense thereofof), and the Indemnified Party shall cooperate be entitled to have sole control over, the defense or settlement of any Third-Party Claim to the extent the matter or claim seeks an order, injunction, non-monetary or other equitable relief against the Indemnified Party that, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party. (e) After written notice by the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit to the Indemnified Party of its election to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent assume control of the Indemnifying Partydefense of any such Third-Party Claim and proof of its financial responsibility as provided in this Section 7.3, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle be liable to such Indemnified Party hereunder for any Indemnifiable Claim without legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation and of liaison counsel for the Indemnified Party’s consent; provided, which consent shall not be unreasonably withheld. So long as however, that the Indemnifying Party is vigorously contesting any shall be liable for such Indemnifiable Claim in good faith, legal expenses if the Indemnified Party shall determines in good faith that the incurrence of the same is appropriate in light of defenses not pay or settle such claim without available to the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) conflicts of interest or other similar circumstances. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt assume control of the Claim Notice that it elects to undertake the defense of the Indemnifiable such Third-Party Claim described thereinas provided in this Section 7.3, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable defend such Third-Party Claim in such manner as it may deem appropriate at the exercise cost and expense of its reasonable discretion; providedthe Indemnifying Party, that and the Indemnifying Party will promptly reimburse the Indemnified Party therefore in accordance with this Section 7. The reimbursement of fees, costs and expenses required by this Section 7 shall notify be made by periodic payments during the Indemnifying Party course of any compromise the investigations or settlement of any such Indemnifiable Claimdefense, as and when bills are received or expenses incurred.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 Promptly after receipt by a Seller Indemnified Party or a Buyer Indemnified Party (an “Indemnified Party”) receives of notice of any matter or the assertion commencement of any Action by any a third party in respect of any claim or of which 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 Indemnified Party will seek indemnification hereunder (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) with respect ), the Indemnified Party shall notify each Person that is obligated to which another party hereto provide such indemnification (an “Indemnifying Party”) is or may be obligated thereof in writing but any failure to provide indemnification, the Indemnified Party shall promptly so notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect it from any liability that it may have to the obligation of Indemnified Party other than to the extent the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused is actually prejudiced by such failure. (b) . The Indemnifying Party shall have thirty be entitled to participate in the defense of such Third-Party Claim and, provided that within fifteen (3015) days after receipt of such written notice the Indemnifying Party confirms in writing its responsibility therefore and demonstrates to the reasonable satisfaction of the Indemnified Party its financial capability to undertake the defense and provide indemnification with respect to such Third-Party Claim, to assume control of such defense with counsel reasonably satisfactory to such Indemnified Party; provided, however, that: (a) the Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim Notice and to undertake, conduct and control, through employ counsel of at its own choosing, expense to assist in the handling of such matter or claim; (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such Third-Party Claim or ceasing to defend against such matter or claim (with such approval not to be unreasonably withheld); (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a full and complete release from all liability in respect of such Third-Party Claim; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its expense, own expense in the settlement or defense thereofof), and the Indemnified Party shall cooperate be entitled to have sole control over, the defense or settlement of any Third-Party Claim to the extent the matter or claim seeks an order, injunction, non-monetary or other equitable relief against the Indemnified Party that, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party. After written notice by the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit to the Indemnified Party of its election to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent assume control of the Indemnifying Partydefense of any such Third-Party Claim and proof of its financial responsibility as provided in this Section 8.3, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle be liable to such Indemnified Party hereunder for any Indemnifiable Claim without legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation and of liaison counsel for the Indemnified Party’s consent; provided, which consent shall not be unreasonably withheld. So long as however, that the Indemnifying Party is vigorously contesting any shall be liable for such Indemnifiable Claim in good faith, legal expenses if the Indemnified Party shall determines in good faith that the incurrence of the same is appropriate in light of defenses not pay or settle such claim without available to the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) conflicts of interest or other similar circumstances. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt assume control of the Claim Notice that it elects to undertake the defense of the Indemnifiable such Third-Party Claim described thereinas provided in this Section 8.3, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable defend such Third-Party Claim in such manner as it may deem appropriate at the exercise cost and expense of its reasonable discretion; providedthe Indemnifying Party, that and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in accordance with this Article VIII. The reimbursement of fees, costs and expenses required by this Article VIII shall notify be made by periodic payments during the Indemnifying Party course of any compromise the investigations or settlement of any such Indemnifiable Claimdefense, as and when bills are received or expenses incurred.

Third Party Claims. (a) If Promptly after the receipt by any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives hereto of notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suitsuit or proceeding (whether commenced or threatened) by any person who is not a party to this Agreement (collectively, arbitrationan "Action") which is subject to indemnification hereunder, hearingsuch party (the "Indemnified Party") shall give reasonable written notice to the party from whom indemnification is claimed (the "Indemnifying Party"). The Indemnified Party shall be entitled, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator at the sole expenses and an appeal from any liability of the foregoing (Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “unless the Indemnifying Party”, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) is or may be obligated admit in writing to provide indemnificationthe Indemnified Party, the Indemnifying Party's liability to the Indemnified Party shall promptly for such Action under the terms of this Section 6; (ii) notify the Indemnifying Indemnified Party in writing (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's intention to assume the defense thereof and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to provide indemnification hereunder, except to conduct the extent that any damages directly resulted or were caused by defense of such failure. (b) Action. The Indemnifying Indemnified Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Indemnifying Party shall cooperate with the Indemnifying Party in connection therewith; providedparty assuming the defense, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such compromise or settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim Action in good faith, the Indemnified Party shall not pay or settle accordance herewith in any manner that such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) party reasonably may request. 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 so assumes the defense of the Indemnifiable Claim described thereinany such Action, the Indemnified Party shall have the right to contestemploy separate counsel and to participate in (but not control) the defense, settlecompromise, or compromise settlement thereof, but the Indemnifiable Claim in fees and expenses of such counsel shall be the exercise expenses of its reasonable discretion; providedthe Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, that (ii) any relief other than the payment of money damages is sought against the Indemnified Party, (iii) the Indemnified Party shall notify have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party or (iv) the Indemnified Party shall have been advised by counsel that representation of any compromise or settlement both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, and, in any such Indemnifiable Claim.case, the fees and expenses of such separate counsel shall be borne by the

Third Party Claims. (a) If In connection with any party entitled claim giving rise to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party indemnity hereunder resulting from or arising out of any claim or legal proceedings by a third party, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense 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 legal proceeding if it acknowledges to herein as an “Indemnifiable Claim”) the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated all elements of such claim and provides evidence reasonably acceptable to provide indemnification, the Indemnified Party shall promptly notify that it has the Indemnifying Party in writing (financial capacity to assume 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) defense. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party be entitled to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall but not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bcontrol) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consentdefense, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 Claimaction, with its counsel and at its own expense. Such participation shall include, without limitation, the right to consult with the Indemnifying Party and its counsel or other representatives concerning such claim, and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such claim. The Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise any claim or consent to entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability with respect of such claim. If the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of such claim, does not assume the defense of any such claim or litigation resulting therefrom, (a) the Indemnified Party may defend against such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third-party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third-party claim in a reasonably prudent manner.

Third Party Claims. (a) If any party entitled Purchaser Indemnitee desires to be indemnified pursuant make a claim against any Seller, or any Seller Indemnitee desires to Section 7.1 make a claim against Purchaser (such Purchaser Indemnitee or Seller Indemnitee, an “Indemnified PartyPerson”) receives notice of the assertion ), under Section 8.2 in connection with any action, suit, proceeding or demand at any time instituted against or made upon such Indemnified Person by any third party of any claim or of the commencement by any for which 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 Indemnified Person may seek indemnification hereunder (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”), such Indemnified Person shall promptly notify in writing, in the case of a claim under Section 8.2(a) with respect to which another party hereto or 8.2(b), the relevant Seller, or, in the case of a claim under Section 8.2(c), Purchaser (in each case, an “Indemnifying Party”) is or may be obligated to provide indemnification), of such Third Party Claim and of the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) Person’s claim of the Indemnifiable Claimindemnification with respect thereto; provided, however, that the failure to provide such notice so notify or delay in notification shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification of its obligations hereunder, except and only to the extent that any damages directly resulted or were caused the Indemnifying Party is prejudiced by such failurefailure or delay. The Indemnifying Party shall have 30 days after receipt of such notice to notify such Indemnified Person if the applicable Indemnifying Party has elected to assume the defense of such Third Party Claim. If the applicable Indemnifying Party elects to assume the defense of such Third Party Claim, such Indemnifying Party shall be entitled at its own expense to conduct and control the defense and settlement of such Third Party Claim through counsel of its own choosing (reasonably acceptable to the applicable Indemnified Person) on behalf of the applicable Indemnified Person. The Indemnified Person shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Person, provided that if in the reasonable opinion of counsel to the Indemnified Person there exists a conflict of interest between the Indemnifying Party and the Indemnified Person that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Person in each jurisdiction for which the Indemnified Person determines counsel is required. If the Indemnifying Party fails to notify the Indemnified Person within 30 days after receipt of notice from the Indemnified Person of a Third Party Claim that the applicable Indemnifying Party has elected to assume the defense of such Third Party Claim or fails to diligently defend such Third Party Claim, the Indemnified Person shall be entitled to assume the defense of such Third Party Claim at the expense of the applicable Indemnifying Party through counsel reasonably acceptable to the Indemnifying Party; provided, however, that neither the Indemnified Person nor the Indemnifying Party may compromise or settle any Third Party Claim except as provided in Section 8.3(b). (b) The Any compromise, settlement or offer of settlement of any Third Party Claim of which the applicable Indemnifying Party has elected to assume the defense shall require the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld or delayed. Unless such consent is obtained, the applicable Indemnifying Party shall have thirty (30) days after receipt continue the defense of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewithsuch claim; provided, however, that, if any Indemnified Person refuses its consent to a bona fide offer of settlement that the applicable Indemnifying Party wishes to accept and that involves no payment of money by such Indemnified Person, and further involves no limitation on the future operation of the business of the Companies, and that releases such Indemnified Person from all liability in connection with such claim, the applicable Indemnifying Party may reassign the defense of such claim to such Indemnified Person, who may then continue to pursue the defense of such matter, free of any participation by the Indemnifying Party, at the sole cost and expense of such Indemnified Person. In such event, the obligation of the applicable Indemnifying Party with respect thereto shall not exceed the lesser of (Ai) the amount of the offer of settlement that such Indemnified Person refused to accept or (ii) the aggregate Damages of the Indemnified Person with respect to such claim, including the costs of defense after reassignment of the defense of such claim to the Indemnified Person. Any compromise, settlement or offer of settlement of any Third Party Claim of which the applicable Indemnifying Party shall permit has not elected to assume the defense or has reassigned the defense to the Indemnified Party to participate in such settlement or defense through counsel chosen by Person shall require the Indemnified Party (subject to the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld)withheld or delayed. The parties hereto agree to cooperate fully with each other in connection with the defense, provided that negotiation or settlement of any Third Party Claim, including the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) Indemnified Person providing the Indemnifying Party shall not settle any Indemnifiable Claim without with access to the Indemnified PartyPerson’s consent, which consent shall not be unreasonably withheld. So long as records and personnel relating to any Third Party Claim during reasonable hours under the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheldcircumstances. (c) If the Indemnifying Party does not notify the Indemnified makes any payment on any Third Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described thereinClaim, 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 shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Person to any insurance benefits or other claims of the Indemnified Person with respect to such Third Party Claim. (d) To the extent of any compromise or settlement of any such Indemnifiable Claiminconsistency between this Section 8.3 and Section 9.6 (Tax Contests), Section 9.6 shall control.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 10.2 (an “"Indemnified Party”") receives notice of the assertion by any third ----------------- party of any 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 Action (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") ------------------- with respect to which another party hereto (an “"Indemnifying Party”") is or may ------------------ be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (Ai) the Indemnifying Party shall permit the -------- Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s 's consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s '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, 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. (d) Anything contained in this Section 10.3 to the contrary notwithstanding, the Shareholders shall not be entitled to assume the defense for any Indemnifiable Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks an order, injunction or other equitable relief or relief for other than money damages against Semtech which Semtech determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successful, would adversely affect the business, properties or prospects of ECI; provided, however, if such equitable relief -------- ------- portion of the Indemnifiable Claim can be so separated from that for money damages, the Shareholders shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice claim, assertion or proceeding by or in respect of the assertion by any a third party is made against an Indemnified Party or any event in respect of a third party occurs, and if the Indemnified Party intends to seek indemnity with respect thereto under this Article or to apply any claim damage or of liability arising therefrom to 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 U.S. Dollar amounts referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationherein, the Indemnified Party shall promptly notify the Indemnifying Party of such claim in writing (the “Claim Notice”) of the Indemnifiable Claim; providedwriting, provided that the failure by the Indemnified Party to provide give such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide from its indemnification obligations hereunder, except if and to the extent that any damages directly resulted or were caused by such failure. (b) the Indemnifying Party is actually materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice such notice to undertake, conduct conduct, and control, through counsel of its own choosing, choosing and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party it in connection therewith; provided, however, that (Aa) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Indemnified Party, and (Bb) the Indemnifying Party shall not settle promptly reimburse the Indemnified Party for the full amount of any Indemnifiable Claim liability resulting from such claim and all related and reasonable expenses (other than the fees and expenses of counsel as aforesaid) incurred by the Indemnified Party within the limits of this Article and subject to the U.S. Dollar amounts referred to herein, (c) the Indemnified Party shall not, without the prior written consent of the Indemnifying Party, settle or compromise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party’s consentParty a release from all liability in respect of such claim, which and (d) nothing herein shall require any Indemnified Party to consent shall not be unreasonably withheldto the entry of any order, injunction, or consent decree materially affecting its ability to conduct its business operations after the date thereof. So long as the Indemnifying Party is vigorously reasonably contesting any such Indemnifiable Claim claim in good faith, the Indemnified Party shall not have the right to pay or settle any such claim without claim; provided, however, that in such event it shall waive any right to indemnity therefor by the Indemnifying Party’s consent. If representation of the Indemnified Party, which consent on the one hand, and the Indemnifying Party, on the other, by the same counsel would otherwise be inappropriate due to actual or potential differing interests between them, then the Indemnified Parties shall not be unreasonably withheld. (c) entitled to engage separate legal counsel to participate in the defense of such claim at the sole expense of Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Claim Notice Indemnified Party’s written notice of a claim of indemnity hereunder that it elects to undertake the defense of the Indemnifiable Claim described thereinthereof, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim claim in the exercise of its reasonable discretion; provided, that judgment at the Indemnified Party shall notify expense of the Indemnifying Party of any compromise or settlement of any such Indemnifiable ClaimParty.

Third Party Claims. (a) If such Claim relates to any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge proceeding 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, demand instituted against the Indemnified Party shall promptly notify by a third party (a "THIRD-PARTY CLAIM"), the Indemnifying Party shall be entitled to participate in writing (the “defense of such Third-Party Claim Notice”) after receipt of the Indemnifiable Claim; providedIndemnification Notice from the Indemnified Party, 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) as follows. Within 30 days after receipt of the Claim Indemnification Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and a particular matter from the Indemnified Party shall cooperate with Party, the Indemnifying Party may assume the defense of such Third-Party Claim, in connection therewith; providedwhich case the Indemnifying Party shall have the authority to negotiate, that compromise and settle such Third-Party Claim, if and only if the following conditions are satisfied: (Ai) the Indemnifying Party shall permit have confirmed in writing that it is obligated hereunder to indemnify the Indemnified Party with respect to participate in such Third-Party Claim; (ii) the Indemnifying Party retains counsel that is acceptable to the Indemnified Party, which acceptance shall not be unreasonably withheld or delayed; and (iii) the Indemnified Party is kept reasonably informed of such action, suit or proceeding at all stages thereof whether or not it is represented by separate counsel. However, notwithstanding the preceding sentence, if (a) the Indemnifying Party fails or refuses to defend the Claim then Indemnified Party may defend and/or settle such Claim, after giving notice of proposed settlement or defense through counsel chosen to the Indemnifying Party, on such terms as the Indemnified Party may reasonably deem appropriate and no such action taken by the Indemnified Party (subject to in defending or settling such Claim will release the Indemnifying Party of any obligation hereunder. Except under the circumstances described in the preceding sentence, the Indemnified Party will not enter into any settlement agreement without the consent of the Indemnifying Party, Party which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the withheld or delayed. The Indemnifying Party shall not settle any Indemnifiable Claim will not, without the prior written consent of the Indemnified Party’s consent, Party (which consent shall will not be unreasonably withheld), enter into any settlement of a Claim, if pursuant to or as a result of such settlement, injunctive or other equitable relief will be imposed against the Indemnified Party or if such settlement does not expressly unconditionally release the Indemnified Party from all liabilities or obligations with respect to such Claim, with prejudice. So long as The Indemnified Party and the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, will cooperate with the Indemnified Party shall not pay or settle 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 each other in the exercise of its reasonable discretion; provideddefense, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable ClaimClaim for which indemnification is sought.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 10.02 (an “"Indemnified Party”") receives notice of the assertion by any third party of ----------------- any 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 Action (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with ------------------- respect to which another party hereto (an “"Indemnifying Party”") is or may be ------------------ obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party Representative in writing (the “"Claim Notice”") of the Indemnifiable ------------ Claim; provided, however, 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 Damages directly resulted or were caused by such failure. (b) The Indemnifying Party Representative, on behalf of the Shareholders, shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its his own choosing, and at its expensethe Shareholders' expense (as provided in the Escrow Agreement), the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party Representative in connection therewith; provided, however, that (Ai) the Indemnifying Party Representative shall permit the -------- ------- Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying PartyRepresentative, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying PartyShareholders, and (Bii) the Indemnifying Party Representative shall not settle any Indemnifiable Claim without the Indemnified Party’s 's consent, which consent shall will not be unreasonably withheld. So long as the Indemnifying Party Representative is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s Representative's consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party Representative 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, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, however, that the Indemnified Party shall -------- ------- notify the Indemnifying Party Representative of any compromise or settlement of any such Indemnifiable Claim. (d) Anything contained in this Section 10.03 to the contrary notwithstanding, the Representative shall not be entitled to assume the defense for any Indemnifiable Claim (and the Shareholders shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks an order, injunction or other equitable relief or relief for other than money damages against Buyer or the Surviving Corporation which Buyer reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successful, would materially and adversely affect the business, properties or prospects of Buyer or the Surviving Corporation; provided, however, if such -------- ------- equitable relief portion of the Indemnifiable Claim can be so separated from that for money damages, the Representative shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 7.2 (an “"Indemnified Party”") receives notice of the assertion by any third party of any 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 Action (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with respect to which another party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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, 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. (d) Anything contained in this Section 7.3 to the contrary notwithstanding, the Shareholders shall not be entitled to assume the defense for any Indemnifiable Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks an order, injunction or other equitable relief or relief for other than money damages against PSC which PSC determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successful, would adversely affect the business, properties or prospects of M1; provided, however, if such equitable relief portion of the Indemnifiable Claim can be so separated from that for money damages, the Shareholders shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 13.2 (an “"Indemnified Party”") receives notice of the assertion by any third party of any claim or of the commencement by any such third person party 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 Action (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with respect to which another party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “"Claim Notice”") of the Indemnifiable Claim; provided, however, 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 Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s 's consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s '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. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) Party receives written notice of the assertion by any third party commencement of any third-party claim or Proceeding or of the commencement by any such third person imposition of any actual penalty or threatened claimassessment, 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 for which indemnity may be sought pursuant to this ARTICLE VIII (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) with respect ), and the Indemnified Party intends to which another party hereto (an “Indemnifying Party”) is or may be obligated seek indemnity pursuant to provide indemnificationthis ARTICLE VIII, the Indemnified Party shall promptly notify within ten (10) Business Days provide the Indemnifying Party in writing (with a Claim Notice with respect to such claim, Proceeding, penalty or assessment to which the “complaint or other papers commencing such Third-Party Claim shall be attached. In the event of failure to give such Claim Notice”) , the Indemnified Party’s entitlement to indemnification hereunder in respect of such Third-Party Claim shall not be adversely affected except to the Indemnifiable Claim; providedextent, if any, 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 failureis actually prejudiced thereby. (b) The Promptly after receiving a Claim Notice under Section 8.5(a), the Indemnifying Party will have the right, but not the obligation, to conduct the defense of such Third-Party Claim, at the expense of the Indemnifying Party, with counsel of its own choosing, which counsel shall have thirty be reasonably satisfactory to the Indemnified Party, by providing written notice to the Indemnified Party within sixty (3060) days after receipt of the Claim Notice under Section 8.5(a), (otherwise, such right to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or such defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewithwill be deemed waived); provided, that (A) the Indemnifying Party shall permit be entitled to direct the defense for only so long as (i) the underlying claim is not in respect of any matter involving criminal liability and (ii) the primary remedy sought under the underlying claim is not the imposition of any equitable remedy that would be binding upon the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent any of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheldits Affiliates. (c) If the Indemnifying Party does not notify elects to assume the defense of a Third-Party Claim pursuant to, and in accordance with, Section 8.5(b), the Indemnified Party within thirty may participate in such defense with counsel of its own choosing, at its own expense, subject to the Indemnifying Party’s right to control the defense; provided, that notwithstanding the foregoing, the Indemnifying Party shall pay the reasonable attorneys’ fees of one counsel for the Indemnified Party if (30i) days after receipt the Indemnified Party’s counsel shall have reasonably concluded and advised that there are defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (ii) there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. If any proposed settlement of any Third-Party Claim under this ARTICLE VIII provides for relief other than the payment of money damages in an amount that does not, together with amounts that would reasonably be expected to be paid with respect to pending indemnification claims, exceed the Cap, the Indemnifying Party may settle such Third-Party Claim only with the consent of the Indemnified Party. The Indemnified Party shall not settle any Third-Party Claim Notice that it elects without the consent of the Indemnifying Party, 50 which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party chooses to defend any Third-Party Claim, the Indemnified Party and its Affiliates, and their respective representatives, will cooperate in good faith in the defense or prosecution of such Third-Party Claim. (d) If the Indemnifying Party fails or refuses to undertake the defense of such Third-Party Claim within sixty (60) days after receiving a Claim Notice under Section 8.5(a), or if the Indemnifiable Claim described thereinIndemnifying Party later fails to conduct the defense in an active and diligent manner, the Indemnified Party shall have the right to contest, settle, or compromise undertake the Indemnifiable Claim in the exercise defense of such claim with counsel of its reasonable discretion; providedown choosing, that as well as the Indemnified right to compromise or settle such Third-Party shall notify Claim without the consent of the Indemnifying Party, with the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimresponsible for the reasonable valid indemnification claim hereunder and subject to the limitations on indemnification in Section 8.3.

Third Party Claims. All claims for indemnification resulting from a third-party claim against an Indemnified Party (aas defined below) If or any party action, suit or proceeding which is an Excluded Liability shall be made in accordance with the following procedures. A Person entitled to be indemnified indemnification pursuant to Section 7.1 9.02 or Section 9.03 of this Agreement (an “Indemnified Party”) receives notice of the assertion by any third party of any 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 shall give prompt written notification (any such claim or Action being referred to herein as an “Indemnifiable ClaimClaim Notice”) with respect to which another party hereto the Person from whom indemnification is sought (an the “Indemnifying Party”) is of (i) the commencement of any action, suit or proceeding relating to a third-party claim for which indemnification may be obligated sought or, if earlier, upon the assertion of any such claim by a third party (any action, suit or proceeding described in this clause (i), a “New Proceeding”) or (ii) an event, change, circumstance or occurrence in any action, suit or proceeding which is an Excluded Liability and that has commenced or been asserted prior to provide indemnificationthe date hereof (any action, suit or proceeding described in this clause (ii), an “Existing Proceeding”); provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, in the case of New Proceedings (and then solely to the extent), the Indemnifying Party thereby is prejudiced; provided further, however, that, in the case of New Proceedings, the Indemnifying Party shall not be liable to the Indemnified Party for any attorney’s fees and expenses of legal counsel incurred by the Indemnified Party during any period in which the Indemnified Party shall have failed to give a Claim Notice to the Indemnifying Party. Thereafter, the Indemnified Party shall promptly notify deliver to the Indemnifying Party, within five business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such third-party claim. In the case of New Proceedings, within ten days after delivery of a Claim Notice, the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; providedmay, that the failure to provide such upon written notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except thereof to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosingIndemnified Party, and at its expenseupon written acknowledgement that it is required to indemnify the Indemnified Party for the subject matter of such third party claim, assume control of the settlement or defense of such action, suit, proceeding or claim at its expense with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not be liable to the Indemnified Party for any attorney’s fees and expenses of legal counsel incurred by the Indemnified Party in connection with the defense thereof subsequent to the time that the Indemnifying Party has assumed control of the settlement or defense of such action, suit, proceeding or claim. In the case of Existing Proceedings, the Indemnifying Party shall assume control of the settlement or defense of such action, suit, proceeding or claim at its expense with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes or is required to assume control of such defense, each Indemnified Party shall cooperate in the defense thereof, which cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such third-party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, in the case of Existing Proceedings, at the Indemnifying Party’s expense. If the Indemnifying Party does not accept liability and assume control of such defense, the Indemnified Party shall cooperate with control such defense at the expense of the Indemnifying Party. If the Indemnifying Party assumes the defense of any such third party claim but does not pursue the defense of such claims in connection therewith; provideda commercially reasonable manner, that (A) the Indemnified Party may upon written notice to the Indemnifying Party shall permit re-assume control of such defense at the expense of the Indemnifying Party. Notwithstanding the foregoing, if, in the opinion of counsel to the Indemnified Party, there is a conflict of interest between the Indemnifying Party and the Indemnified Party, then the Indemnified Party shall be entitled to participate in control the defense at the expense of the Indemnifying Party. The party controlling such settlement defense shall keep the other party advised of the status of such action, suit or proceeding and the defense through counsel chosen thereof and shall consider recommendations made by the other party with respect thereto. If the Indemnifying Party has assumed control of the defense, then the Indemnified Party (subject shall not agree to any settlement of such action, suit or proceeding without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld)withheld or delayed. The Indemnifying Party shall not, provided that without the reasonable fees and expenses prior written consent of the Indemnified Party, agree to any settlement of such counsel shall action, suit or proceeding that does not include a complete release of the Indemnified Party or that obligates the Indemnified Party in any manner other than for Damages to be borne paid by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives Reasonably promptly after service of notice of the assertion by any third party of any claim or of the commencement process by any such third person in any matter in respect of any actual or threatened claimwhich indemnity may be sought pursuant to this Agreement, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any the party asserting such claim (the "Indemnified Party") shall notify the other party (the "Indemnifying Party") of the foregoing (any receipt thereof Failure to give such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party notice reasonably promptly shall promptly notify not relieve the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the its obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent such delay in providing the notice adversely affects the Indemnifying Party's ability to defend any claims set forth in such notice. Thereupon, the Indemnifying Party will assume solely the defense thereof by representatives chosen by itl provided, that any damages directly resulted or were caused by the Indemnified Party shall be entitled to participate in such failureaction and to employ counsel at its own expense to assist in the handling of such claim. (b) The If the Indemnifying Party shall have thirty (30) days Party, within a reasonable time after receipt notice of such claim, fails to assume the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with (upon 10 days' prior notice to the Indemnifying Party in connection therewith; providedParty) have the right to undertake the defense or, that (A) to undertake a compromise or settlement of such claim on behalf of and for the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent account and risk of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle . During any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as period when the Indemnifying Party is vigorously contesting any such Indemnifiable Claim claim in good faith, the Indemnified Party shall not pay pay, compromise or settle such claim without the Indemnifying Party’s '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 may nonetheless pay, compromise or settle such claim without such consent during such period, in which event it shall, automatically and without any further action on its part, waive any right (whether or not pursuant to this Agreement) to indemnity in respect of all losses, liabilities, damages or expenses relating to such claim. (c) Anything in this Section 7.4 to the contrary notwithstanding, the Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be withheld unreasonably or delayed), settle or compromise any claim or consent to the entry of any compromise judgment which imposes any future obligation on the Indemnified Party or settlement which does not include an unconditional release by the claimant or plaintiff to the Indemnified Party from all liability in respect of any such Indemnifiable Claimclaim.

Third Party Claims. An Indemnified Party that desires to seek indemnification under any part of this Section 13 with respect to any actions, suits or other administrative or judicial proceedings (a) If any party entitled to be indemnified pursuant to Section 7.1 (each, an “Action”) that may be instituted by a third party shall give each Indemnitor prompt notice of a third party’s institution of such Action. After such notice, the Indemnitor shall have the right to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party”) receives notice , as the case may be, at the expense of the assertion Indemnitor, and with counsel selected by any third party the Indemnitor unless (i) such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnitor in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnitor. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnitor, cooperate with the Indemnitor, and keep the Indemnitor fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the commencement by any second preceding sentence or as to which the Indemnitor shall not in fact have employed counsel to assume the defense of such third person claim or demand, the reasonable fees and disbursements 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 such counsel shall be at the expense of the foregoing (Indemnitor. The Indemnitor shall have no indemnification obligations with respect to any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to demand which another party hereto (an “Indemnifying Party”) is or may shall be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen settled by the Indemnified Party (subject to without the prior written consent of the Indemnifying PartyIndemnitor, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel withheld or delayed. Any failure to give prompt notice under this Section 13.5 shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the bar an Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 claim indemnification under this Section 13 to the Indemnifiable Claim in the exercise of its reasonable discretion; provided, extent that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable ClaimIndemnitor has been prejudiced thereby.

Third Party Claims. (a) If Buyer or any party entitled to be indemnified pursuant to Section 7.1 Seller Indemnified Party (in either case, an “Indemnified Party”"INDEMNIFIED PARTY") receives notice of the assertion by any third party of any claim or of the commencement by any such third person party of any actual action 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 proceeding (any such claim claim, action or Action proceeding being referred to herein as an “Indemnifiable Claim”"INDEMNIFIABLE CLAIM") with respect to which another party hereto (an “Indemnifying Party”"INDEMNIFYING PARTY") is or may be obligated to provide indemnificationindemnification (in the case of Buyer) or as to which Buyer may assert that such Indemnifiable Claim constitutes Buyer Damages, the Indemnified Party shall promptly notify the Indemnifying Party (which, in the case of a Indemnifiable Claim that Buyer asserts constitutes Buyer Damages, shall mean for this limited purpose the Representatives) in writing (the “Claim Notice”"CLAIM NOTICE") of the Indemnifiable ClaimClaim in reasonable detail; providedPROVIDED, 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 Damages resulted or were caused by such failure. The Indemnified Party shall, as promptly as possible but not later than five (5) business days after the Indemnified Party's receipt thereof, deliver to the Indemnifying Party copies of all notices and documents (including court papers) received by the Indemnified Party with respect to such Indemnifiable Claim. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; providedPROVIDED, that (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that so long as the reasonable fees and expenses of such counsel shall are not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim claim without the Indemnified Party’s consent, 's consent (which consent shall not be unreasonably withheld), except that if consent is withheld on the basis of the amount of the proposed settlement, the Indemnifying Party shall not be responsible for, and the Indemnified Party shall be deemed to have assumed and agreed to pay, any Damages related to the Indemnifiable Claim that exceed the amount of such proposed settlement. So long as the Indemnifying Party is vigorously reasonably contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the prior written consent of the Indemnifying Party’s consent. Notwithstanding the immediately preceding sentence, which the Indemnified Party may pay or settle such Indemnifiable Claim without the prior written consent of the Indemnifying Party; PROVIDED, that in such event the Indemnified Party shall not waive any right to indemnity therefor by the Indemnifying Party and no amount paid in connection therewith by the Indemnified Party shall be unreasonably withheldcounted in calculating the Initial Amount allocation threshold. An Indemnifying Party may assume the defense of any claim under a reservation of rights. (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, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; providedPROVIDED, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim. (d) The Indemnifying Party shall not, except with the prior consent of the Indemnified Party, enter into any settlement of any Indemnifiable Claim that does not include as an unconditional term thereof the giving by the person or persons asserting the Indemnifiable Claim to all Indemnified Parties of an unconditional release from all liability with respect to such Indemnifiable Claim. (e) The parties agree that the characterization of the Representatives as "Indemnifying Parties" is for reference purposes only and that anything herein to the contrary notwithstanding, no Representative shall have any obligation to indemnify Buyer (or any other Buyer Indemnified Party) in respect of any Buyer Damages or any other sum.

Third Party Claims. (a) If any third person shall notify any party entitled to be indemnified pursuant to Section 7.1 hereto (an “the "Indemnified Party”) receives notice of the assertion by any third party of any 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 (a "Third Party Claim") which another may give rise to a claim for indemnification against any other party hereto (an “the "Indemnifying Party”") is or may be obligated to provide indemnificationunder this Article IX, then the Indemnified Party shall promptly notify the Indemnifying Party in writing (thereof promptly; provided however, that no delay on the “Claim Notice”) part of the Indemnifiable Claim; provided, that the failure to provide such notice Indemnified Party in notifying an Indemnifying Party shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except from any liability or obligation hereunder unless (and then solely to the extent that any damages directly resulted or were caused by such failure. (bextent) The the Indemnifying Party shall have thirty (30) thereby is damaged or materially prejudiced from adequately defending such claim. In the event the Indemnifying Party notifies the Indemnified Party within 30 days after receipt the Indemnified Party has given notice of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, matter that the settlement or Indemnifying Party is assuming the defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit will defend the Indemnified Party against the matter with counsel of its choice, (B) the Indemnified Party may retain separate co-counsel as its sole cost and expense to participate in such but not control the defense, (C) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (D) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or defense through counsel chosen by 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, without the written consent of the Indemnified Party (subject not to be withheld unreasonably). In the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If event the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party is assuming the defense thereof, within thirty (30) 30 days after receipt the Indemnified Party has given notice of the matter, the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate, and the Indemnifying Party shall be liable for the costs thereof. At any time after commencement of any such action, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other parties to the action for a monetary settlement payable solely by such Indemnifying Party (which does not burden or restrict the Indemnified Party nor otherwise prejudice it). Such settlement offer shall be accepted unless the Indemnified Party determines that the dispute should be continued, and in such case, 42 the Indemnifying Party shall be liable for indemnity hereunder only to the extent of the lesser of (i) the amount of the settlement offer or (ii) the amount for which the Indemnified Party may be liable with respect to such action. In addition, the party controlling the defense of any Third Party Claim Notice that it elects shall deliver, or cause to undertake be delivered, to the other party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the Indemnifiable Claim described thereinThird Party Claim, the Indemnified Party shall have and timely notices of, and the right to contest, settle, participate in (as an observer) any hearing or compromise other court proceeding relating to the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Third Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (a) If any a claim by a third party entitled to be indemnified pursuant to Section 7.1 (is made against an “Indemnified Party”) receives notice of the assertion by any third , and if such party of any 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 intends to herein as an “Indemnifiable Claim”) seek indemnity with respect to which another party hereto thereto under this Article X, such Indemnified Party, shall promptly notify, in writing, Purchaser, if a Newpark Indemnified Party, or Newpark, if a Purchaser Indemnified Party (an Purchaser and CCS, or Newpark, DFI and Newpark Texas, as the case may be, the “Indemnifying Party”) is or may be obligated to provide indemnification), the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the such claims. The failure to provide such written notice shall not relieve or otherwise affect the obligation result in a waiver of the Indemnifying Party any right to provide indemnification hereunder, hereunder except to the extent that any damages directly resulted or were caused the Indemnifying Party is actually and materially prejudiced by such failure. (b) . The Indemnifying Party shall have thirty twenty (3020) days after receipt of the Claim Notice such notice to elect to undertake, conduct and control, through counsel of its own choosing, choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party it in connection therewith; provided. Notwithstanding the foregoing, that (A) an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense and participate in (but not control) such defense if the named parties to any such proceeding include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall permit have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party. Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to participate in such settlement or defense through counsel chosen by pay the expenses of more than one (1) separate counsel. The Indemnified Party (subject to shall not pay or settle any claim without the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld), provided that . Notwithstanding the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 thereinforegoing, the Indemnified Party shall have the right to contest, settle, pay or compromise the Indemnifiable Claim in the exercise of its reasonable discretionsettle any such claim; provided, that that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party shall notify Party, (i) enter into any settlement that does not include, as an unconditional term thereof, the Indemnifying Party giving by the person or persons asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim, or (ii) consent to entry of any compromise judgment that imposes injunctive or settlement of any such Indemnifiable Claimequitable relief.

Third Party Claims. (ai) If any party entitled to be indemnified pursuant Subject to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification9.03(b)(ii), the Indemnified Party shall promptly notify have the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure right 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 after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosingchoosing (but reasonably acceptable to the Indemnifying Party), the defense, compromise or settlement of any third Person claim, action or suit (each, a “Third Party Claim”) against any Indemnified Party as to which indemnification will be sought by any Indemnified Party hereunder, and at its expensein any such case the parties hereto shall cooperate in connection therewith and shall furnish such records, the settlement or defense thereofinformation and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense may participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit (including, without limitation, any audit or administrative or judicial proceeding related to Taxes) as to which the Indemnified Party has so elected to conduct and control the defense thereof; and (subject to B) the Indemnified Party shall not, without the written consent of the Indemnifying Party, Party (which written consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Partypay, and (B) the Indemnifying Party shall not compromise or settle any Indemnifiable Claim such claim, action or suit (including, without limitation, any audit, assessment, or adjustment related to Taxes). Notwithstanding the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 thereinforegoing, the Indemnified Party shall have the right to contestpay, settle, settle or compromise any such claim, action or suit without such consent, provided that in such event the Indemnifiable Indemnified Party shall waive any right to indemnity therefor hereunder. (ii) If any Third Party Claim, action or suit against any Indemnified Party is solely for money damages or will have no material adverse effect on the reputation of Parent or the Surviving Corporation and does not involve a claim by a material Governmental Authority customer of the Company or any of the Subsidiaries, then the Stockholders’ Representative, on behalf of the Security Holders hereunder, (and provided (i) that the Stockholder’s Representative acknowledges obligation of the Security Holders to provide indemnity for such Claim in hereunder and (ii) such Third Party Claim does not (and is not reasonably expected to) exceed the exercise Holdback Amount); shall have the right to conduct and control, through counsel of its reasonable discretionchoosing, the defense of any such Third Party Claim; providedprovided further that (A) the Stockholders’ Representative shall not pay, settle or compromise any such claim, action or suit without the consent of the Indemnified Party (which written consent shall not be unreasonably withheld). The Indemnified Party shall cooperate in connection therewith (at the Security Holders’ expense) and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Stockholders’ Representative in connection therewith; provided that the Indemnified Party shall notify may participate, through counsel chosen by it and at its own expense, in the Indemnifying Party of any compromise or settlement defense of any such Indemnifiable Claimclaim, action or suit as to which the Stockholders’ Representative, on behalf of the Security Holders hereunder, has so elected to conduct and control the defense thereof. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay, settle or compromise any such claim, action or suit, provided that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder unless the Indemnified Party shall have sought the consent of the Stockholders’ Representative to such payment, settlement or compromise and such consent was unreasonably withheld, in which event no claim for indemnity therefor hereunder shall be waived.

Third Party Claims. (a) If any Proceeding is brought or any claim is made against an Indemnified Party in respect of which indemnity may be sought under this Article 9 by a Person who is not a party entitled to be indemnified pursuant to Section 7.1 (this Agreement or an “Indemnified Party”) receives notice of the assertion by any third party of any 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify give notice of such Proceeding or claim to the Indemnifying Party and Buyer, and Buyer shall assume the defense of such Proceeding or claim (whether or not Buyer is the Indemnified Party) employing counsel selected by the Indemnifying Party and reasonably acceptable to the Buyer and the Indemnified Party. Such counsel shall consult with both Buyer and the Indemnifying Party but, in the event of a difference of opinion, shall follow the instructions of the Indemnifying Party. The Indemnifying Party shall review all fees and expenses of counsel. Buyer shall pay the full expense of defending such Proceeding or claim and any other Losses resulting therefrom. Notwithstanding the foregoing, if a claim is asserted against an Indemnified Party and if, in the good faith judgment of counsel selected by the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; providedsuch matter, that the failure there is a defense available 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 after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with that cannot effectively be asserted by common counsel, then Buyer shall, at its option, pay or reimburse the Indemnified Party's costs and expenses incurred in defending such claim by counsel reasonably satisfactory to the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such Party. No settlement or defense through counsel chosen by the Indemnified Party (subject to may be entered into without the consent of the Indemnifying Party, which but a Proceeding or claim may be settled without the consent shall not be unreasonably withheld), provided that of the reasonable fees Indemnified Party if such settlement fully discharges the Indemnified Party from liability to any other party and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the is for money damages only. The Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, subrogated to all rights of the Indemnified Party shall not pay or settle such against any third party with respect to any claim without the Indemnifying Party’s consent, for which consent shall not be unreasonably withheld. (c) If the indemnity was paid. 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, be liable for any Losses resulting from such Proceeding or compromise the Indemnifiable Claim 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 Claimmanner provided in Section 9.3(d).

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 7.2 (an “"Indemnified Party”") receives notice of the assertion by any third party of any claim or of the commencement by any such third person party 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 Action (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with respect to which another party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice (unless the claim or Action requires a response before the expiration of such 30-day period, in which case the Indemnifying Party shall have until the date that is ten (10) days before the required response date) to acknowledge responsibility and undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent's consent if the settlement requires the Indemnified Party to admit wrongdoing, which consent shall not be unreasonably withheldpay any fines or refrain from any action. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s '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 (or before the date that is ten (10) days before the required response date, if the claim or Action requires a response -38- before the expiration of such 30-day period), that it before the expiration of such 30-day period), that it acknowledges responsibility and elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, 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. (d) Anything contained in this Section 7.4 to the contrary notwithstanding, Sellers shall not be entitled to assume the defense for any Indemnifiable Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks an order, injunction or other equitable relief or relief for other than money damages against Purchaser which Purchaser determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successful, would adversely affect the business, properties or prospects of Purchaser; provided, however, if such equitable relief portion of the Indemnifiable Claim can be so separated from that for money damages, Sellers shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (Whenever an “Indemnified Party”) Party receives a written notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened that a claim, demand, suit, action, suit, arbitration, hearinginvestigation, inquiryinquiry or proceeding has been asserted by a third party, proceedingincluding a subpoena or written request from a Governmental Body, 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 which another the Indemnified Party seeks indemnification under this Article VII (any such claim, demand, suit, action, arbitration, investigation, inquiry or proceeding by a third party hereto (an being referred to as a “Indemnifying PartyThird Party Claim”) is or may be obligated to provide indemnification), the Indemnified Party shall promptly notify will provide a Claim Notice to the Indemnifying Party in writing (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 failureParty. (b) The Indemnifying Upon written notice to the Indemnified Party shall have thirty (30) within 30 days after receipt of the Claim Notice Notice, the Indemnifying Party shall have the right to undertake, conduct and controldirect, through counsel of its own choosing, and the defense or settlement of any Third Party Claim at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with . If the Indemnifying Party in connection therewith; provided, that (A) elects to direct the Indemnifying defense of any Third Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faithClaim, the Indemnified Party shall not pay pay, or settle permit to be paid, any portion of such claim without Third Party Claim unless the Indemnifying Party’s consentParty consents in writing to such payment or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such liability. The Indemnifying Party shall keep the Indemnified Party timely apprised of the status of such Third Party Claim. The Indemnified Party shall retain the right to employ its own counsel and to participate, at its own expense, in the defense or handling of any Third Party Claim, the defense of which consent shall not be unreasonably withheldhas been assumed by the Indemnifying Party pursuant hereto. (c) If the Indemnifying Party does not notify give written notice to the Indemnified Party within thirty (30) 30 days after receipt of the Claim Notice of a Third Party Claim that it elects the Indemnifying Party has elected to undertake assume the defense of such Third Party Claim or if the Indemnifiable Claim described thereinIndemnifying Party shall fail to defend or, if after commencing or undertaking any such defense, shall fail to prosecute or shall withdraw from such defense, the Indemnified Party shall have the right to contestundertake the defense or settlement thereof, settleat the Indemnifying Party’s expense. If the Indemnified Party assumes the defense of a Third Party Claim pursuant to the terms of this clause (c), or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify keep the Indemnifying Party timely apprised of any compromise the status of such Third Party Claim and shall not settle such Third Party Claim without the prior written consent of the Indemnifying Party (which shall not be unreasonably delayed, conditioned or settlement withheld). If an Indemnified Party defends or handles such Third Party Claim, the Indemnifying Party shall be entitled to participate in the defense or handling of any such Indemnifiable ClaimThird Party Claim with its own counsel and at its own expense.