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. (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 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. (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. 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. (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. 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 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 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 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 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 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. (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 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 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 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 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 (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. 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 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) 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 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. (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 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 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. (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. (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 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) 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 (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. (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. (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. (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 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 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 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. 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 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. (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. (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 any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) Party receives notice of the assertion or commencement of any Action made or brought by any third Person who is not a party to this Agreement or an Affiliate of any claim a party to this Agreement 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 a Representative of the foregoing (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) against such Indemnified Party with respect to which another party hereto (an “the Indemnifying Party”) Party is or may be obligated to provide indemnificationindemnification under this Agreement, the Indemnified Party shall promptly notify give the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the reasonably prompt written notice thereof. The failure to provide give such reasonably prompt written notice shall not not, however, 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 the Indemnifying Party forfeits rights or were caused defenses by reason of such failure. (b) . Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, 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; provided, however, that if the Indemnifying Party in connection therewith; providedis any Seller, that (A) the neither such Indemnifying Party shall permit nor the Sellers’ Representative (on behalf of such Seller) will have the right to assume or direct the defense of any such Third Party Claim: (i) that is asserted directly by or on behalf of a Person that is a supplier or customer of the Business, (ii) seeks an injunction or other equitable relief against the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party Party, (subject to the consent of iii) if the Indemnifying Party, which consent shall not be unreasonably withheld), provided that in the reasonable fees and expenses judgment 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 does not be unreasonably withheld. So long as have the Indemnifying financial resources, or is not able, to satisfy the amount of such Third Party is vigorously contesting any such Indemnifiable Claim in good faithClaim, (iv) if the Indemnified Third Party shall not pay Claim, or settle such claim without the Indemnifying Party’s consentdefense or direction of the defense thereof, which consent shall not be unreasonably withheld. would, in the reasonable judgment of the Indemnified Party, result in a Material Adverse Effect, or (cv) If unless the Indemnifying Party does not notify expressly agrees in writing to be fully responsible for all Losses relating to such Third Party Claim. In the Indemnified event that the Indemnifying Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake assumes the defense of any Third-Party Claim, subject to Section 7.5(b), it shall have the Indemnifiable right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim described therein, in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim participate in the exercise defense of its reasonable discretion; providedany 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 Party. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim, that fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 7.5(b), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. The 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 5.6) 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 party entitled to be indemnified pursuant to Section 7.1 10.2 or 10.3 (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 legal action (any such claim or Action legal 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, 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 withheldand then solely to the extent set forth in such consent. 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, 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 10.4 to the contrary notwithstanding, an Indemnifying Party 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 the Indemnified Party which the Indemnified Party reasonably determines, upon advise of counsel, cannot be separated from any related claim for money damages and which, if successful, would adversely affect the business, properties or prospects of such Indemnified Party.

Third Party Claims. (a) If In the event that subsequent to the Closing any party Person entitled to be indemnified pursuant to Section 7.1 indemnification under this Agreement (an “Indemnified Party”) asserts a claim for indemnification or 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 entity that is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to any actual domestic or threatened claimforeign court or Governmental Authority, actionfederal, suit, arbitration, hearing, inquiry, proceeding, complaint, charge state or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing local) (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) with respect against such Indemnified Party, against which a party to which another party hereto this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”) is or may be obligated to provide indemnification), the Indemnified Party shall promptly notify give written notice together with a statement of any available information regarding such claim to the Indemnifying Party in writing within 60 days after learning of such claim (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure or within such shorter time as may be necessary to provide such notice shall not relieve or otherwise affect the obligation of give the Indemnifying Party a reasonable opportunity to provide indemnification hereunder, except respond to the extent that any damages directly resulted or were caused by such failure. (b) claim). The Indemnifying Party shall have thirty the right, upon written notice to the Indemnified Party (30the “Defense Notice”) within 30 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 Claim Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within 10 days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to undertakethe Indemnified Party’s approval. If the parties still fail to agree on Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel. The delivery of a Defense Notice shall not constitute an admission with respect to the claim for indemnification. (i) In the event that the Indemnifying Party shall fail to give the Defense Notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and controlin such event the Indemnified Party shall have the right to conduct such defense in good faith and to compromise and settle the claim without the consent of the Indemnifying Party and the Indemnifying Party will be liable for all costs, through expenses, settlement amounts or other Losses paid or incurred in connection therewith. (ii) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the subject claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing, and at its expense, the settlement or defense thereof, and provided that the Indemnified Party shall cooperate have the right to compromise and settle the claim only 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 prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld)withheld or delayed. (iii) Without the prior written consent of the Indemnified Party, provided that the reasonable fees and expenses Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such counsel settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to 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) The Indemnifying Party shall not be borne entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim to the extent that claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets or condition (financial or otherwise) of the Indemnified Party (and the cost of such defense shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder). (v) If a firm decision is made to settle a Third Party Claim, which offer the Indemnifying Party is permitted to settle under this Section 12.3(a), and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within 15 calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim will not exceed the amount of such settlement offer, plus costs and expenses paid or incurred by the Indemnified Party through the end of such 15-day period. (vi) Any judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, conclusively be deemed to be an obligation with respect to 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 withheldis entitled to prompt indemnification hereunder. (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 In the event that, subsequent to the Effective Time, any party Majority Stockholder Indemnified Parties or Company Stockholder Indemnified Parties entitled to be indemnified pursuant to Section 7.1 indemnification under this Agreement (each, an “Indemnified PartyPerson”) 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 Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (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 Entity) (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) with respect against which a Party to which another party hereto this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”) such Indemnified Person, against which Indemnifying Party is or may be obligated required to provide indemnificationindemnification under this Agreement, the Indemnified Party shall promptly notify the Indemnifying give written notice (a “Third Party in writing (the “Claim Notice”) regarding such claim to the Indemnifying Party as soon as practicable, unless the notice relates to commencement of the Indemnifiable Claim; providedan action or proceeding, that the failure to provide in which case such notice shall not relieve be given as soon as practicable, and at least fifteen (15) Business Days prior to any response required by Applicable Law 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) tribunal rule. The Indemnifying Party shall have thirty the right, upon written notice to the Indemnified Person (30the “Defense Notice”) days within fifteen (15) Business 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 from the Indemnified Person of a Third Party shall cooperate with the Indemnifying Party in connection therewith; providedClaim Notice, that (A) which notice by the Indemnifying Party shall permit 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 Indemnified Person; provided, however, that the Indemnified Person shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, conditioned or delayed. (a) In the event that the Indemnifying Party shall fail to participate give the Defense Notice within said 15-Business Day period, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such settlement or defense through counsel chosen by event the Indemnified Party (subject Person shall have the right to conduct the defense in good faith and to compromise and settle the claim in good faith with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), conditioned or delayed, provided that the Indemnifying Party may in its sole discretion refuse to consent to any compromise or settlement that would lead to liability or create any financial or other obligation on the part of the Indemnifying Party in excess of the Cap (as defined below) or for which the Indemnifying Party is not obligated to indemnify the Indemnified Party. Indemnifying Party will be liable for all reasonable fees costs, expenses, settlement amounts or other Losses paid or incurred in connection therewith but only upon the terms and expenses conditions of this Article X; provided, however, that the Indemnified Party shall keep the Indemnifying Party informed of all material developments and events relating to such counsel claim or proceeding. (b) 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 not nonetheless (i) have, and be borne by deemed to have, reserved all of his or its rights to deny, in whole or in part, the Indemnified Party’s claim for indemnification; and (ii) be entitled to have the exclusive control over said defense settlement of the subject claim and the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of 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 at its expense to contest, settle, or compromise the Indemnifiable Claim participate in the exercise defense assisted by counsel of its reasonable discretion; providedown choosing. (Any fees or costs incurred by the Indemnified Party whilst engaging in such participation shall not be included within the calculation of its Losses for purposes of its entitlement to indemnification under this Section 10.3). In such an event, the Indemnifying Party will not settle the subject claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, conditioned or delayed, provided that the Indemnified Party shall notify the Indemnifying Party of may in its sole discretion refuse to consent to any compromise or settlement that (1) includes any finding or admission that the Indemnified Party violated any Law or the rights of any Person, (2) is not entirely contained in a written agreement, (3) would impose any injunctive relief or obligation of specific performance on the Indemnified Party, or (4) does not include an unconditional release and discharge of the Indemnified Party in a form reasonably satisfactory to the Indemnified Party. (c) Without the prior written consent of the Indemnified Party, the Indemnifying Party will not cease to defend against such Indemnifiable Claimclaim after assuming the defense of such claim, if pursuant to or as a result of such cessation, (i) injunctive relief or specific performance would be imposed against the Indemnified Party, (ii) such cessation would lead to 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, or (iii) such cessation will not result in a full release of the Indemnified Party with respect to such claim. (d) Notwithstanding Section 10.3(b), 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 (i) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, (ii) that involves criminal allegations against the Indemnified Party, or (iii) that imposes 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 claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed, provided that the Indemnifying Party may in its sole discretion refuse to consent to any compromise or settlement that would lead to liability or create any financial or other obligation on the part of the Indemnifying Party in excess of the Cap or for which the Indemnifying Party is not obligated to indemnify the Indemnified Party. (e) To the extent any final judgment entered or settlement agreed upon in the manner provided in this Agreement includes or results in Losses in respect of which the Indemnifying Party has an obligation to provide indemnification under this Agreement, from and after such the entrance of such final judgment or agreement of settlement the Indemnified Party shall be entitled to prompt indemnification of such Losses hereunder. (f) A failure to give timely, complete or accurate notice as provided in this Section 10.3 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 Indemnifying Party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially prejudiced as a result of such failure to give timely notice.

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 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 Shareholder 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 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 Indemnified Party (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) ), and if such Indemnified Party intends to seek indemnity with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationthereto under this Article VIII, the such Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable such Third Party Claim; provided, 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 caused by such failure. (b) the Indemnifying Party is actually prejudiced thereby. The Indemnifying Party shall have thirty five (305) days Business Days after receipt of such notice to assume the Claim Notice to undertake, conduct and control, through counsel of its own choosingthe Indemnifying Party, and at its expense, of the settlement or defense thereof, and the Indemnified of such Third Party shall cooperate with the Indemnifying Party in connection therewithClaim; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party; the fees and expenses of such counsel shall be borne by such Indemnified Party, and provided, further, that the Indemnifying Party shall have no liability for any settlement made by the Indemnified Party (subject to without the consent of the Indemnifying Party which consent may not be unreasonably withheld. Notwithstanding the foregoing, the Indemnified Party shall have the right, in its sole discretion, to pay or settle any such Third Party Claim at its own expense, provided that, in such event, (i) the Indemnified Party shall have previously obtained from the Indemnifying Party a confirmation in writing of the amount that the Indemnifying Party would be reasonably willing to pay as settlement; (ii) the Indemnified Party may elect, at its sole discretion, to exercise its right to pay or settle the Third Party Claim at its own expense as provided above for the amount in excess of the amount specified in such writing; and (iii) the Indemnified Party shall be entitled to claim from the Indemnifying Party the lesser of: (y) the amount effectively paid or settled by the Indemnified Party under the Third Party Claim, or (z) the amount that the Indemnifying Party was reasonably willing to pay as previously confirmed in writing by the Indemnifying Party, provided further that such payment is made and the settlement is entered within the period of time specified in the same writing by the Indemnifying Party where it authorizes a settlement for a specific amount. (b) If the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with Section 8.7(a), the Indemnified Party shall have the right to employ, at its cost, separate counsel in any such action or claim and to participate in the defense of such Third Party Claim, and the fees and expenses of such counsel shall in no event be at the expense of the Indemnifying Party. So long as the Indemnifying Party assumes the defense of a Third Party Claim, neither the Indemnified Party nor the Indemnifying Party (except as provided in Section 8.7(d)) shall admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the other party's prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), 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 faithpreceding sentence, the Indemnified Party shall not have the right, in its sole discretion, to pay or settle any such claim Third Party Claim at its own expense, provided that, in such event, the Indemnified Party shall waive any rights to indemnity hereunder in respect of the matter so settled 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 five (305) days Business Days after the receipt of the Indemnified Party’s notice of a Third Party Claim Notice 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, contest the Third Party Claim (pursuant to the process set forth in Section 8.7(a) above) but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnified Party shall not have the right to settle or compromise any such Third Party Claim without the Indemnifiable Claim in consent of the exercise Indemnifying Party. (d) The Indemnifying Party shall not, except with the consent of its reasonable discretion; provided, that the Indemnified Party (which consent shall notify not be unreasonably withheld, delayed or conditioned), enter into any settlement unless such settlement (i)includes as an unconditional term thereof the giving by the Person or Persons asserting such Third Party Claim to all Indemnified Parties of an unconditional release from all liability with respect to such Third Party Claim or consent to entry of any judgment; and (ii) does not impose any injunctive relief or other restrictions of any kind or nature on any Indemnified Party, other than the imposition of financial obligations for which the Indemnified Party will be indemnified hereunder. (e) The Indemnified Party shall make available records relating to such Third Party Claim and shall furnish, at the Indemnifying Party’s expense to the Indemnifying Party and/or its counsel, such employees of any compromise or settlement the Indemnified Party as may be reasonably necessary for the preparation of the defense of any such Indemnifiable Third Party Claim or for testimony as witnesses in any proceeding relating to such Third Party 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 Member or Optionee 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, arbitration, hearing, inquiry, proceeding, complaint, charge suit or investigation by or before proceeding of any governmental entity or arbitrator and an appeal from any of the foregoing third party which is subject to indemnification under Section 13.9 (any such claim or Action being referred to herein as an “Indemnifiable Claim”) other than with respect to Taxes, which another party hereto shall be governed by Section 13.11), such Member or Optionee (an “the "Indemnified Person") shall give written notice of such claim to Holdco or FiberNet (Holdco and FiberNet being herein collectively, jointly and severally referred to as the "Indemnifying Party”) is or may be obligated "), stating the nature and basis of such claim and the amount thereof, to provide indemnification, the extent known. Failure of the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure Person to provide give such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunderfrom any liability which it may have on account of the provisions hereof or otherwise, 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, is materially prejudiced thereby (except 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 be liable for any Indemnifiable Claim expense incurred during the period in which the Indemnified Person failed to give such notice). So long as the Indemnifying Party provides assurances, reasonably acceptable to the Indemnified Person, that the Indemnifying Party is capable of satisfying all Losses that may arise in respect of any matter, the Indemnifying Party shall be entitled to elect to participate in the defense of and, if it so chooses, to assume the defense of such claim, action, suit or proceeding with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Person. Upon any such election by the Indemnifying Party to assume the defense of such claim, action, suit or proceeding, the Indemnifying Party shall not be liable for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense, thereof, provided that the Indemnified Person may, at its option, participate in such defense and employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any period in which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Person failed to give the notice provided above). The Indemnifying Party and the Indemnified Person shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to defending against, settling or otherwise dealing with such claims, notwithstanding any dispute as to liability as between the Indemnifying Party and the Indemnified Person under this Article XIII. The Indemnifying Party and the Indemnified Person shall also cooperate in any such defense, give each other full access to all information relevant thereto and make employees and other representatives available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense, the Indemnifying Party shall not be obligated to indemnify the Indemnified Person hereunder for any settlement entered into without the Indemnified Indemnifying Party’s 's prior written consent, which consent shall not be unreasonably withheldwithheld or delayed. The Indemnifying Party shall not settle any claim without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld or delayed. (b) Promptly after the receipt by FiberNet or Holdco of notice of any claim, action, suit or proceeding of any third party which is subject to reimbursement from the Escrow Fund pursuant to Section 13.5 (other than with respect to Taxes, which shall be governed by Section 13.11), such party (the "Reimbursed Person") shall give written notice of such claim to the Managing Member (the " Notice Party"), stating the nature and basis of such claim and the amount thereof, to the extent known. Failure of the Reimbursed Person to give such notice shall not terminate the right of the Reimbursed Person to reimbursement from the Escrow Fund pursuant to Section 13.5, except to the extent that there is material prejudice, in the form of increased Losses suffered by the Reimbursed Person that would be subject to reimbursement pursuant to Section 13.5, by reason of such failure (except that there shall be no reimbursement to the Reimbursed Person from the Escrow Fund for any expense incurred during the period in which the Reimbursed Person failed to give such notice). So long as the Indemnifying Escrow Fund has not been reduced to zero, the Notice Party is vigorously contesting shall be entitled to elect to participate in the defense of and, if it so chooses, to assume (without recourse to the Notice Party or to any source other than the Escrow Fund) the defense of such claim, action, suit or proceeding with counsel selected by the Notice Party and reasonably satisfactory to the Reimbursed Person. Upon any such Indemnifiable Claim election by the Notice Party to so assume the defense of such claim, action, suit or proceeding, there shall be no reimbursement to the Reimbursed Person from the Escrow Fund for any legal or other expenses subsequently incurred by the Reimbursed Person in connection with the defense, thereof, provided that the Reimbursed Person may, at its option, participate in such defense and employ counsel, at its own expense, separate from the counsel employed by the Notice Party. There shall be reimbursement to the Reimbursed Person from the Escrow Fund for the fees and expenses of counsel employed by the Reimbursed Person for any period in which the Notice Party has not so assumed the defense thereof (other than during any period in which the Reimbursed Person failed to give the notice provided above). The Reimbursed Person and the Notice Party shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faithfaith in responding to defending against, settling or otherwise dealing with such claims, notwithstanding any dispute as to liability as between the Indemnified Reimbursed Person and the Notice Party under this Article XIII. The Reimbursed Person and the Notice Party shall also cooperate in any such defense, give each other full access to all information relevant thereto and make employees and other representatives available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not pay or settle such claim the Notice Party shall have assumed the defense, there shall be no reimbursement to the Reimbursed Person from the Escrow Fund for any settlement entered into without the Indemnifying Notice Party’s 's prior written consent, which consent shall not be unreasonably withheld. (c) If withheld or delayed. The Notice Party shall not settle any claim without the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt prior written consent of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described thereinReimbursed Person, the Indemnified Party which consent shall have the right to contest, settle, not be unreasonably withheld 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 Claimdelayed.

Third Party Claims. (a) If any party entitled to be indemnified a claim made pursuant to Section 7.1 (an “Indemnified Party”) receives notice 9.3 arises out of the assertion by claim of any third party of party, or if there is any claim or against a third party available by virtue 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 indemnificationcircumstances relating thereto, 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 notice referred to in Section 9.3 to notify the Indemnified Party that it elects to conduct and control such action. If the Indemnifying Party does not give the foregoing notice, the Indemnified Party shall have the right to defend, contest and, subject to the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, settle or compromise such action in the exercise of its reasonable discretion, and the Indemnifying Party shall, upon request from the Indemnified Party, promptly pay to such Indemnified Party, in accordance with the other terms hereof, the amount of any Losses for which indemnification is provided hereunder. If the Indemnifying Party gives the foregoing notice, the Indemnifying Party shall have the right to undertake, conduct and control, through counsel of its own choosing, choosing and at its sole expense, the conduct and settlement or defense thereof, of such action and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (Aa) the Indemnifying Party shall not, without the consent of the affected Indemnified Party, enter into any settlement the effect of which is to create or impose any lien upon any of the properties or assets of the Indemnified Party; (b) the Indemnifying Party shall not consent to any settlement that does not include as an unconditional term thereof the giving of a complete release from liability with respect to such action to the Indemnified Party; (c) the Indemnifying Party shall not enter into any settlement the effect of which is to permit any injunction, declaratory judgment or other nonmonetary relief to be entered against the Indemnified Party; (d) the Indemnifying Party shall permit the Indemnified Party to participate in such conduct or settlement or defense through counsel chosen by the Indemnified Party, with the fees and expenses of such counsel borne by the Indemnified Party (subject unless under then applicable standards of professional conduct a conflict would exist, or be reasonably foreseeable to the consent of arise, between the Indemnifying Party, Party and the Indemnified Party in which consent shall not be unreasonably withheld), provided that the reasonable event such fees and expenses of such counsel shall not be borne by the Indemnifying Party, but under no circumstance shall the Indemnifying Party be required to pay the expenses of more than one such separate counsel in connection with such claim other than separate local counsel; and (Be) the Indemnifying Party shall not settle agree promptly to reimburse the Indemnified Party for the full amount of any Indemnifiable Claim without Losses resulting from such action (except for expenses borne by the Indemnified Party pursuant to clause (d) hereof) incurred by 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, including reasonable fees and expenses of counsel for 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 10.2 (an “"Indemnified Party”") receives notice of the assertion by any third party of to 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 Management 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 successful, would adversely affect the business, properties or prospects of the Company.

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"sr 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 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 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. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Each Indemnified Party”) receives notice Party shall promptly notify the Indemnifying Party 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 the indemnification set forth in this Article 11 relates (an “Indemnifying Party”) is or may be obligated which shall also constitute the notice required by Section 11.4). Failure to provide indemnification, the Indemnified Party shall promptly 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 such Person from its obligations under this Article 11, except to the extent the Indemnifying Party shall have been prejudiced by such failure. The Indemnifying Party shall have the right, upon notice to the Indemnified Party within ten business days after the receipt of any such notice, to undertake the defense of such claim with counsel of the Indemnifying Party's choice and with the cooperation of the Indemnified Parties. The Indemnifying Party shall not, without the Indemnified Party's prior written consent (which will not be unreasonably withheld), settle, compromise or otherwise affect consent to the obligation entry of any judgment in any pending or threatened claim in respect of which indemnification under this Article 11 is being sought, unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all Liability arising or resulting from such claim. The failure of the Indemnifying Party to provide indemnification hereunder, except give such notice and to undertake the extent that any damages directly resulted defense of or were caused by to settle or compromise such failure. (b) The Indemnifying Party a claim 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 constitute a waiver of the Indemnifying Party's rights to assume the defense of such claim under this Section 11.5(a). No Indemnified Party shall, without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld), provided that settle, compromise or consent to the reasonable fees and expenses entry of such counsel shall not be borne any judgments in any pending or threatened claim in respect of which indemnification under this Article 11 is being sought. (b) The election by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consentpursuant to Section 11.5(a), 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 a third party claim shall not preclude the Indemnifiable Claim described thereinParty against which such claim has been made also from participating or continuing to participate in such defense, the Indemnified so long as such Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of bears its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimown legal fees and expenses for so doing.

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 the Indemnified Party intends to seek indemnification hereunder for any Loss under this Article IX (an “Indemnifying Party”) is or may be obligated other than a claim with respect to provide indemnificationTaxes, the procedures for which are covered exclusively in Section 8.6), 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, and at its expenseany third party claim, the settlement action, suit or defense thereofproceeding (a “Third-Party Claim”), and the Indemnified Indemnifying Party shall cooperate with may compromise or settle the same; provided, however, that the Indemnifying Party in connection therewith; providedshall give the Indemnified Party advance notice of any proposed compromise or settlement and shall not compromise or settle any claim without the Indemnified Party’s written consent (not to be unreasonably withheld, that (Aconditioned or delayed) unless such settlement relates solely to money damages, includes a full release of the Indemnified Party and does not commit the Indemnified Party to take, or to forbear from taking, any action. 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, such consent not to be unreasonably withheld, conditioned or delayed. 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, provided however, 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 elects not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake control or conduct the defense or prosecution of the Indemnifiable Claim described thereina Third-Party Claim, the Indemnified Indemnifying Party nevertheless shall have the right to contest, settle, or compromise the Indemnifiable Claim participate in the exercise defense or prosecution of any Third-Party Claim at the Indemnifying Party’s expense. (b) The parties hereto shall cooperate in the defense or prosecution of any Third-Party Claim, with such cooperation to include (i) the retention (from and after the time such party obtains actual knowledge of such Third Party Claim) and the provision by each party to the other of its reasonable discretion; providedrecords and information that are reasonably relevant to such Third-Party Claim (provided such disclosure can be made without waiving the attorney-client privilege, that if any, related thereto and any party may condition such disclosure on delivery to it of non-disclosure agreements in such form as it reasonably requests), and (ii) the Indemnified Party shall notify the Indemnifying Party making available of 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 In the event any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice Party becomes aware of the assertion 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 an appeal from any of the foregoing (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) with respect that such Indemnified Party reasonably believes may result in a claim for indemnification pursuant to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationthis Article X, the such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim with an Indemnification Claim Notice (the a “Claim Third Party Notice”) ), and the Third Party Notice shall be accompanied by copies of any documentation submitted by the third party making such Third Party Claim (except that the Indemnified Party may withhold from the Indemnified Party such communications with its legal counsel to the extent that legal counsel to the Indemnified Party advises that providing such communication could result in the loss of any attorney-client privilege or right under the work-product doctrine of the Indemnifiable ClaimIndemnified Party in respect of such claim, after giving due consideration to any “community of interest” or similar privilege, if any); provided, that no delay or failure on the failure to provide such notice shall not relieve or otherwise affect the obligation part of the Indemnifying Indemnified Party in delivering a Third Party Notice shall cause any Indemnified Party to provide forfeit any indemnification hereunder, rights under this Article X except to the extent that any damages directly resulted or were caused the Indemnifying Party is actually and materially prejudiced by such delay or failure. (b) The . Upon receipt of a Third Party Notice, the Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice be entitled to participate in, 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 reasonably cooperate with the Indemnifying Party in connection therewith; provided, that 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 pay, compromise or settle any Indemnifiable Third Party Claim without the Indemnified Party’s consentprior written consent (in the Indemnified Party’s sole discretion) unless the proposed payment, which consent compromise or settlement (A) involves solely the payment of money damages by the Indemnifying Party, (B) includes, as an unconditional term of such payment, compromise or settlement, an unconditional and irrevocable release by the Person(s) asserting such claim of the Indemnified Party from any liabilities or obligations with respect to such claim, (C) does not impose any restriction on the Indemnified Party or any injunctive or other equitable relief against the Indemnified Party, and (D) does not include or require a finding or admission of any wrongdoing; and (iii) if the Indemnified Party reasonably determines, based on the advice of counsel to the Indemnified Party, that the Indemnified Party has separate defenses from the Indemnifying Party or that there is a conflict of interest between any Indemnified Party and any Indemnifying Party, then the Indemnified Party shall not be unreasonably withheldpermitted to retain special counsel of its own choosing at the reasonable expense of the Indemnifying Party. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable has taken responsibility for and continues to defend the Third Party Claim in good faith, the Indemnified Party shall not pay pay, compromise or settle such claim without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheldwithheld or delayed. (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 Indemnified Party agrees to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives give the Indemnifying Party 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 any governmental entity or arbitrator and an appeal from any in respect of the foregoing a third party (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) with respect of which it has knowledge, for which such Indemnifying Party is entitled to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationindemnification under this Article IX. In the case of a Third-Party Claim, the Indemnified Party shall promptly notify the Indemnifying Party in writing (will have 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 choosing, and the defense or settlement of any such Third-Party Claim at its own expense, the settlement or defense thereof, and . In such case the Indemnified Party shall may participate in such defense, but in such case the expenses of the Indemnified Party incurred in connection with such defense will be paid by the Indemnified Party and will not be subject to indemnification hereunder. The Indemnified Party will promptly provide the Indemnifying Party with access to the Indemnified Party’s records and personnel relating to any such Third-Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party in connection therewith; providedthe defense or settlement of such Third-Party Claim and, that (A) subject to the limitations contained in Section 9.05, the Indemnifying Party shall permit will reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in providing such access, personnel and cooperation. Upon assumption of the defense of any such Third-Party Claim by the Indemnifying Party, the Indemnified Party will not pay, or permit to participate be paid, any part of any claim or demand arising from such Third-Party Claim, unless the Indemnifying Party consents in writing to such settlement payment (which consent will not be unreasonably withheld) or defense through counsel chosen unless a final judgment from which no appeal may be taken by or on behalf of the Indemnified Party is entered against the Indemnified Party for such liability. No such Third-Party Claim may be settled by the Indemnified Party (subject to without the written consent of the Indemnifying Party, 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) withheld or delayed. If the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consentfails to defend or fails to prosecute or withdraws from such defense, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, then the Indemnified Party shall not pay will have the right to undertake the defense or settle such claim without settlement thereof, at the Indemnifying Party’s consentexpense (subject to the limitations of Section 9.05. If the Indemnified Party assumes the defense of any such Third-Party Claim pursuant to this Section 9.04 and proposes to settle such Third-Party Claim prior to a final judgment thereon or to forgo appeal with respect thereto, which consent shall not be unreasonably withheld. (c) If then the Indemnified Party will give the Indemnifying Party does not notify prompt written notice thereof and the Indemnified Indemnifying 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 will have the right to contest, settle, or compromise the Indemnifiable Claim participate in the exercise settlement or assume or reassume the defense of its reasonable discretion; provided, that the such Third-Party Claim. Nothing herein shall prevent an Indemnified Party shall notify the Indemnifying from disputing a Third-Party of any compromise or settlement of any such Indemnifiable ClaimClaim as provided in Section 9.04(a) above.

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 X, 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 the right, but not the obligation, in its sole discretion, to conduct, control and settle or compromise, without the consent of the Claim Notice to undertake, conduct and controlIndemnified Party, through counsel of its own choosing, and at its expenseany third-party claim, the settlement action, suit or defense thereofproceeding, and the Indemnified other than any claim, action, suit, or proceedings related to Taxes (a “Third-Party shall cooperate with Claim”); provided, that, the Indemnifying Party in connection therewithshall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, where the terms of such settlement or compromise include monetary relief to be provided to the third party that is not fully indemnified by the Indemnifying Party hereunder; provided, however, that the Indemnifying Party may not assume the defense of a Third-Party Claim if such Third-Party Claim seeks (Aas its principal remedy) any injunction, declaratory judgment or other non-monetary order or equitable relief against the Indemnified Party, and provided, further, that the Indemnifying Party may not settle or consent to the entry of any judgment that does not relate solely to monetary damages arising from any such Third-Party Claim without the prior written consent of the Indemnified Party. Subject to the foregoing, 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 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 elects not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake control or conduct the defense or prosecution of a Third-Party Claim, the Indemnifiable Indemnifying Party nevertheless shall have the right to participate in the defense or prosecution of any Third-Party Claim described thereinand, at its own expense, to employ counsel of its own choosing for such purpose, and the Indemnified Party shall have the right to contestsettle such Third-Party Claim with the prior written consent of the Indemnifying Party, settle, or compromise the Indemnifiable Claim such consent not to be unreasonably withheld. (b) The parties hereto shall cooperate in the exercise defense or prosecution of its reasonable discretion; providedany Third-Party Claim, that with such cooperation to include (i) the Indemnified Party shall notify 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 compromise or settlement of any such Indemnifiable Claimmaterial provided hereunder.

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 (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 The Indemnified Party shall promptly notify ------------------ the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claimexistence of any claim, demand or other matter involving liabilities to third parties to which the Indemnifying Party's indemnification obligations could apply and shall give the Indemnifying Party a reasonable opportunity to defend the same at its expense and with counsel of its own selection (who shall be approved by the Indemnified Party, which approval shall not be withheld unreasonably); provided, however, that (i) the Indemnified -------- Party shall at all times also have the right to fully participate in the defense at its own expense, (ii) if, in the reasonable judgment of the Indemnified Party, based upon the written advice of counsel, a conflict of interest may exist between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall not have the right to assume such defense on behalf of such Indemnified Party and (iii) 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 hereunderfrom any liabilities that it may have hereunder or otherwise, 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 failure so 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 notify the Indemnifying Party in connection therewith; provided, that (A) materially prejudices 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 rights 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 shall, within thirty (30) days a reasonable time after receipt of the Claim Notice that it elects such notice, fail to undertake the defense of the Indemnifiable Claim described thereindefend, the Indemnified Party shall have the right right, but not the obligation, to contestundertake the defense of, settleand to compromise or settle the claim or other matter on behalf, or compromise for the Indemnifiable Claim account and at the risk and expense of the Indemnifying Party. Except as provided in the exercise preceding sentence, the Indemnifying Party shall not compromise or settle the claim or other matter without the written consent of the Indemnified Party. If the claim is one that cannot by its reasonable discretion; providednature be defended solely by the Indemnifying Party, that the Indemnified Party shall notify make available all information and assistance that the Indemnifying Party of may reasonably request; provided, however, that any compromise or settlement of any such Indemnifiable Claim-------- associated expenses shall be paid by the Indemnifying Party.

Third Party Claims. (a) If The Indemnifying Party shall be entitled at any party entitled time to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of participate in the assertion by any third party defense of any claim or of the commencement by any such third person of any actual or threatened claim, action, suitor proceeding with counsel reasonably satisfactory to the Indemnified Party, arbitrationand the parties agree to cooperate fully with one another in connection with the defense and/or settlement thereof. Subject to the rights of or duties to any insurer or other third person having liability therefor, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal the Indemnifying Party shall have the right upon receipt of notice from any the Indemnified Party of the foregoing (any existence of such claim or Action being referred the commencement of any such third-party action or proceeding, to herein as an “Indemnifiable Claim”undertake and direct the defense of such claim or the commencement of any such third-party action or proceeding, to undertake and direct the defense of such claim, action or proceeding at any time by delivering to the Indemnified Party: (a) Written notice of such undertaking; (b) Written admission of complete liability for indemnification with respect to which another any such claim, action or proceeding; and (c) Written consent to be joined as party hereto to any such action or proceeding or in any action or proceeding resulting from such claim. From and after delivery of items referred to in (an “a), (b) and (c), the Indemnifying Party shall be relieved of the obligation to reimburse the Indemnified Party for any other legal, accounting, or other out-of-pocket costs and expenses thereafter incurred by the Indemnified Party with respect to the defense of such claim, action, or proceeding notwithstanding any participation by the Indemnified Party. In the event the Indemnifying Party declines to undertake the defense of any such claim, action, or proceeding when first notified thereof, the Indemnifying Party shall be advised as to current status and progress thereof on a regular basis, and the Indemnifying Party shall retain said right pursuant to the terms above to undertake the defense thereof until such matter is fully resolved. Unless and until the Indemnifying Party so undertakes the defense thereof, the Indemnified Party agrees not to make any offer of settlement without first having provided five days’ advance written notice thereof to the Indemnifying Party and obtained the written approval of the Indemnifying Party”) is . In the event the Indemnifying Party so undertakes the defense of any such claim, action, or may be obligated to provide indemnificationproceeding, the Indemnified Party shall promptly notify nevertheless be entitled to participate in (but not direct) 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 defense thereof with counsel of its own choosing, and at its expense, the settlement or defense thereof, choice and the Indemnified Party shall parties agree to cooperate fully with one another in connection with the Indemnifying Party in connection therewithdefense and/or settlement thereof; provided, however, that (A) any decision to settle any such claim, action or proceeding shall be at 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 sole discretion 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 ▇▇▇▇ Indemnitee desires to be indemnified pursuant make a claim against any Shareholder, or any Shareholder Indemnitee desires to Section 7.1 make a claim against ▇▇▇▇ or Merger Sub (such ▇▇▇▇ Indemnitee or Shareholder 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 Shareholder, or, in the case of a claim under Section 8.2(c), ▇▇▇▇ or Merger Sub (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 reasonably determines separate counsel is required due to such conflict of interest. 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, conditioned, 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 Company, 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), provided that conditioned, or delayed. The parties hereto agree to cooperate fully with each other in connection with the reasonable fees and expenses defense, negotiation or settlement of such counsel shall not be borne by any Third Party Claim, including 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 10.02 (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 Claim; provided, however, that the failure to provide such notice Claim 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. All Indemnifiable Claims must be asserted within the survival period of the applicable representation or warranty or other basis for 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; 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 10.04 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 Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to be indemnified indemnification pursuant to Section 7.1 this Article VIII if a third party initiates a claim, demand, dispute, lawsuit or arbitration (an a “Third-Party Claim”) against any Person (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 shall be entitled to make a claim for indemnification against any Party (an the “Indemnifying Party”) ). Promptly after receipt by an Indemnified Party of notice of the commencement of any action or the assertion of any claim, liability or obligation by a Governmental Body or other third party (whether by legal process or otherwise), against which claim, liability or obligation any Indemnified Party is entitled to indemnification pursuant to this Article VIII, such Indemnified Party will, if a claim thereon is to be, or may be obligated be, made for indemnification pursuant to provide indemnificationthis Article VIII, the Indemnified Party shall promptly notify the Indemnifying Party (and the Stockholders’ Representatives, if the Indemnifying Party is the Participants) in writing (the “Third Party Claim Notice”) of the Indemnifiable Claim; existence, commencement or assertion thereof, and give the Indemnifying Party a copy of such claim, process and all legal pleadings (to the extent existing and subsequently as such become available) and all other material information relating thereto in the Indemnified Party’s possession (provided, however, that any failure on the failure part of the Indemnified Party to provide such notice so notify the Indemnifying Party shall not relieve or otherwise affect limit any of the obligation obligations of the Indemnifying Party to provide indemnification hereunder, under Article VIII (except to the extent such failure materially prejudices the defense of such claim)). The Indemnified Party shall assume the defense of such action or assertion of claim with counsel of reputable standing a (unless the Indemnified Party gives written notice to the Indemnifying Party within ten (10) Business Days after receipt of notice of the commencement of such third party claim that the Indemnified Party will not be assuming such defense, subject to the participation of the Indemnifying Party in such defense, as provided in this Section 8.5), and the Indemnified Party’s reasonable fees and expenses (including reasonable fees and expenses of counsel) in connection with such defense will be borne by the Indemnifying Party subject to the limitations in this Article VIII. If the Indemnified Party declines to assume the defense of any damages directly resulted or were caused by such failurethird party claim in accordance with the foregoing, then the Indemnifying Party shall have the right to assume the defense thereof upon written notice to the Indemnified Party using counsel of reputable standing. (b) If the Indemnified Party does not decline the defense of a Third Party Claim in accordance with Section 8.5(a), then: (i) The Indemnified Party shall use its commercially reasonable efforts (and cause its legal counsel to use its commercially reasonable efforts) to actively and diligently conduct the defense of such Third Party Claim and to seek resolution of such Third Party Claim in a prompt and commercially reasonable manner. (ii) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right to undertakeparticipate in, conduct and but not control, through the defense of such action with counsel of its own choosing, and reputable standing solely 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 own expense by notifying in writing such Indemnified Party within thirty (30) days after following receipt of the applicable Third Party Claim Notice Notice, unless the Indemnified Party has determined in good faith, after consultation with outside legal counsel, that the Indemnifying Party may have a material conflict of interest with respect to such action, other than any such conflict arising by virtue of the fact that the Indemnifying Party have or may have an indemnification obligation in respect of such action or that such indemnification obligation may be in dispute; provided, however, that in any event, if such Indemnified Party is an Indemnitee: (A) the Buyer may require as a condition to such participation that the Stockholders’ Representatives sign a confidentiality agreement, a joint defense agreement, common interest agreement or other similar agreement reasonably requested by the Buyer; and (B) the Buyer and the Stockholders’ Representatives shall enter into a confidentiality agreement, joint defense agreement, common interest agreement or other similar agreement if required in order to permit the Buyer to share material information with the Stockholders’ Representatives and if entering into such agreement or arrangement would effectively preclude any detrimental effect to any legal privilege that may attach to such information, as reasonably determined by both the Buyer and the Stockholders’ Representatives upon consultation with outside legal counsel. (iii) The Indemnified Party shall keep Indemnifying Party informed of all material developments relating to such Third-Party Claim and Indemnifying Party shall have the right to receive copies of all pleadings, notices and communications with respect to such Third-Party Claim. (iv) The Indemnifying Party shall cooperate and assist the Indemnified Party in such defense, and the Indemnifying Party and the Indemnified Party shall make available to the other Party all records, documents and information (written or otherwise) and personnel with information that is relevant to such defense in the possession or control of the Indemnifying Party. (c) The Indemnified Party shall have the authority to settle or compromise any claim for which it elects has assumed or conducted the defense pursuant to undertake this Section 8.5; provided, however, that if the Indemnified Party settles, adjusts or compromises any such claim or action without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed if such settlement is not for an amount that is unreasonably high in light of the circumstances), such settlement, adjustment or compromise shall not be conclusive evidence of the amount of Losses incurred by the Indemnified Party in connection with such claim or action; provided, however, that the Indemnified Party shall not settle or compromise any such claim for an amount that is unreasonably high in light of the circumstances without the consent of the Indemnifying Party. If (i) (A) there is a settlement proposal that has been made by a Third Party with respect to a Third-Party Claim, (B) such settlement proposal is still outstanding and may be accepted any time within ten (10) Business Days of a written request made by the Stockholders’ Representative pursuant to clause “(ii)” below, (C) is a solely monetary settlement (other than customary confidentiality, non-disparagement and other similar provisions) of an amount that is reasonable in light of the circumstances and does not require any Indemnified Party to surrender, waive or modify any of its rights (other than with respect to counterclaims or cross-claims that are directly related to such claim, have been first brought while defending such claim and where the surrender, waiver or modification of such rights is commercially reasonable in the context of such settlement), (D) would result in a complete release as to all Indemnified Parties of all claims made by such Third Party in such matter and (E) the settlement could be fully satisfied from the then-available Escrow Funds not subject to any then-pending claims pursuant to Third-Party Claim Notices or Claim Notices, and (ii) the Stockholders’ Representatives deliver a written request to Buyer that the Indemnified Party settle such Third-Party Claim on the terms proposed by such Third Party and agree the Indemnified Party shall be indemnified for the amount of such settlement proposal, plus reasonable defense costs incurred through the date of settlement of such claim, in each case from the Escrow Funds, then if Buyer does not accept such settlement proposal within ten (10) Business Days of such request by the Stockholders’ Representatives, the Losses the Indemnified Party may recover in respect of such Third-Party Claim will be limited to the amount of such settlement proposal, plus reasonable defense costs incurred through the date ten (10) Business Days after such request by the Stockholders’ Representatives. (d) If the Indemnifying Party assumes the defense of any Third-Party Claim contemplated by Section 8.5(a) the Indemnifiable defense of which is not assumed by the Indemnified Party in accordance with Section 8.5(a): (i) The Indemnifying Party shall use its commercially reasonable efforts (and cause its legal counsel to use its commercially reasonable efforts) to actively and diligently conduct the defense of such Third-Party Claim described thereinand to seek resolution of such Third Party Claim in a prompt and commercially reasonable manner. (ii) The Indemnified Party shall have the right to participate in the defense of such action with counsel of reputable standing reasonably satisfactory to the Indemnifying Party solely at the Indemnified Party’s own expense by notifying the Indemnifying Party in writing within ten (10) Business Days following receipt of the Indemnifying Party written notice to the Indemnified Party of the Indemnifying Party’s election to assume such defense; provided, however, that the Indemnifying Party may require as a condition to such participation that the Indemnified Party sign a confidentiality agreement, a joint defense agreement or other similar documents reasonably requested by the Indemnifying Party. (iii) The Indemnifying Party shall keep the Indemnified Party informed of all material developments relating to such Third-Party Claim and the Indemnified Party shall have the right to contestreceive copies of all pleadings, settlenotices and communications with respect to such Third-Party Claim, or compromise the Indemnifiable and all written communications pertaining to such Third-Party Claim in the exercise of its reasonable discretion; provided, that relating to Taxes shall first be submitted to the Indemnified Party for approval and shall notify only be finally transmitted by the Indemnifying Party of any compromise if such approval is given (which approval shall not be unreasonably withheld, conditioned or delayed). (iv) The Indemnified Party and the Indemnifying Party shall cooperate, and will assist each other in such defense and the negotiation or potential settlement of any Third Party Claim, and shall make available to the Indemnifying Party all records, documents, employees and information (written or otherwise) relevant to such Indemnifiable defense in the possession or control of the Indemnified Party, shall make available witnesses in a reasonable and timely manner to provide testimony through declarations, affidavits, depositions or at hearing or trial and to cooperate with each other in preparation for such events consistent with deadlines dictated by the particular Third Party Claim, and preserve all documents and things required by litigation hold orders pending with respect to particular Third Party Claims, and to provide such documents and things to each other, consistent with deadlines dictated by a particular manner, as required by legal procedure or court order, or if reasonably requested by another party hereto. (v) The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement or compromise of such Third-Party Claim that would materially restrict or limit the ability of the Indemnified Party to conduct its business and affairs in the ordinary course of business consistent with past practices, does not provide a full release for the Indemnified Party from the Third Party Claim, or require payment of amounts in excess of those then remaining in the Escrow Account. No Indemnified Party shall settle, adjust or compromise any claim for which the Indemnifying Party has assumed the defense of the subject Third Party Claim pursuant to this Section 8.5(d). (e) In the event and to the extent any Indemnitee is entitled to indemnification with respect to such action or claim, and in all events subject to the provisions and limitations of this Article VIII, all reasonable expenses relating to the defense of such claim or action shall be borne and paid exclusively by the Indemnifying Party, and if the Indemnified Party is an Indemnitee, any such expenses shall constitute Losses and shall be advanced from the Escrow Funds and the Buyer and the Stockholders’ Representatives shall execute joint written notices to the Escrow Agent and Stockholders’ Representatives shall otherwise cooperate with the Indemnitee in obtaining such advance or advances of funds from the Escrow Funds. (f) The Stockholders’ Representatives shall make no settlement or compromise of a Third-Party Claim relating to Taxes or agree upon any matter in the conduct of such claim which is reasonably likely to affect the amount thereof or the future Tax liability of any Indemnitee without the prior approval of the Buyer, not to be unreasonably withheld, conditioned or delayed. (g) Notwithstanding the foregoing, no Indemnitee shall be required to provide copies of information to the Stockholders’ Representatives to the extent that providing such information to the Stockholders’ Representatives would cause such information to not be protected by any legal privilege after taking into account any joint defense or common interest agreement the Parties have entered into. (h) Subject to this Section 8.5 and Article VIII as applicable, if the Participants shall be required by final non-appealable judgment or a settlement agreement to pay any amount or perform any action in respect of any obligation or liability pursuant to which any Indemnitee has a right for indemnification or reimbursement pursuant to Section 8.1(a), the Buyer and the Stockholders’ Representatives shall execute a joint written notice to the Escrow Agent instructing the Escrow Agent to release funds from the Escrow Funds in the amount equal to the aggregate Losses relating to such action or claim for which the Indemnitee is entitled to indemnification under this Article VIII pursuant to and in accordance with the Escrow Agreement (including all reasonable fees and expenses incurred by the Indemnitee in the defense of such claim or action comprising such indemnifiable Losses to the extent not previously advanced from the Escrow Funds).

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 11.2 or Section 11.3 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; PROVIDED, and HOWEVER, that the Indemnitee may participate in the defense of such Third Party Claim with his/her or its own counsel at his/her or its expense, the settlement or defense thereof, own expense 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 Indemnitor may not settle any Indemnifiable Third Party Claim without the Indemnified Party’s Indemnitee'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 thereinexpense of the Indemnitor; PROVIDED, 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 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 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 third party claim, action, suit or proceeding (a “Third-Party Claim”). If the Indemnifying Party elects to conduct and at its expensecontrol any Third-Party Claim, it shall, within thirty (30) days of receipt of notice of the settlement or defense thereofsuch Third-Party Claim, and notify the Indemnified Party shall cooperate with of its intent to do so. If the Indemnifying Party in connection therewith; providedelects not to conduct and control any Third Party Claim, that (A) the Indemnified Party may conduct and control any Third-Party Claim. 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 Party; provided, however, that the fees and expenses of such counsel shall be borne by the Indemnified 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), provided that delayed or conditioned, 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 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 choosingexpense 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 conditioned, withheld or delayed); (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 which, 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 6.5, 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 6.5, 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 VI. The reimbursement of fees, costs and expenses required by this Article VI shall notify be made by periodic payments during the Indemnifying Party course of the investigations or defense, as and when bills are received or expenses incurred. For the avoidance of doubt, the provisions of this Section 6.5 (other than the notice provisions in the first sentence) shall not apply with respect to any compromise Action for Taxes imposed on Seller or settlement any of any such Indemnifiable Claimits Affiliates, which shall be controlled by Seller in its sole discretion.

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, 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 indemnifying party's failure to give such failurenotice. (bii) The Indemnifying Party shall have thirty (30If any Proceeding referred to in Section 7.3(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 determines in good faith that joint representation would be inappropriate), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such 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 consentindemnifying party, which consent shall not be unreasonably withheld. So long as 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. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within twenty (20) 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 determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to 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 prior written consent (which may not be unreasonably withheld).

Third Party Claims. An Indemnified Party shall notify promptly the indemnifying party (athe "INDEMNIFYING PARTY") 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 in writing of the commencement by any such third person 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 (any such claim or Action being referred to herein as an “Indemnifiable Claim”) proceeding with respect to which another party hereto (an “Indemnifying Party”) is or a claim for indemnification may be obligated made pursuant to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claimthis Agreement; provided, however, that the failure of any Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this Agreement. In case any claim, action or otherwise affect proceeding is brought against an Indemnified Party and the obligation Indemnified Party notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and to assume the defense thereof, to the extent that it chooses, with counsel reasonably satisfactory to such Indemnified Party, and after notice from 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; providedthat it so chooses, 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 be liable to such Indemnified Party for any Indemnifiable Claim without legal or other expenses subsequently incurred by such Indemnified Party in connection with the Indemnified Party’s consentdefense thereof other than reasonable costs of investigation; provided, which consent shall not be unreasonably withheld. So long as however, that (i) if the Indemnifying Party is vigorously contesting any fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) calendar days after receiving notice from such Indemnifiable Claim in good faith, Indemnified Party that the Indemnified Party believes it has failed to do so; or (ii) if such Indemnified Party who is a defendant in any claim or proceeding which is also brought against the Indemnifying Party reasonably shall have concluded that there may be one or more legal defenses available to such Indemnified Party which are not pay or settle such claim without available to the Indemnifying Party’s consent; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, 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 thereinthen, in any such case, the Indemnified Party shall have the right to contestassume or continue its own defense as set forth above (but with no more than one firm of counsel for all Indemnified Parties in each jurisdiction), settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify and the Indemnifying Party of shall be liable for any compromise or settlement of any such Indemnifiable Claimexpenses therefor.

Third Party Claims. (ai) If In the event that any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by Action is instituted, or that 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”) Third Party Claim is or may be obligated to provide indemnificationasserted, the Indemnified Party Person seeking indemnification for any related Loss (including a Buyer Indemnified Person seeking indemnification for any related loss through an Offset Right) shall promptly notify the Indemnifying Party in writing of any such Action or claim promptly after receiving notice thereof (the each, a “Third Party Indemnification Claim Notice”) of the Indemnifiable Claim); provided, however, that no delay on the failure to provide part of the Indemnified Person in giving any such notice shall relieve an Indemnifying Party of any indemnification obligations unless, and only to the extent that, such Indemnifying Party is actually and materially prejudiced by such delay and then only to the extent of such prejudice. Subject to the provisions of this Section 9.4(a)(i), and assuming the Indemnified Person does not relieve have the right to elect or otherwise affect does not choose to elect in its Third Party Indemnification Claim Notice to assume the obligation defense of the Third Party Claim in accordance with Section 9.4(a)(v), the Indemnifying Party shall be entitled at its own expense to provide indemnification hereunder, except conduct and control the defense and settlement of such Third Party Claim on behalf of the Indemnified Person through counsel chosen by the Indemnifying Party and reasonably acceptable to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnified Person if the Indemnifying Party shall have notifies the Indemnified Person in writing within thirty (30) days after receipt (or sooner, if the nature of the Third Party Claim Notice to undertake, conduct and control, through counsel so requires) of its own choosing, intent to do so and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with confirms that the Indemnifying Party shall be obligated to indemnify the Indemnified Person against all resulting Losses in connection therewithaccordance with (and subject to the limitations of) this Agreement. If the Indemnifying Party does not elect within thirty (30) days (or sooner, if the nature of the Third Party Claim so requires) to defend against, negotiate, settle or otherwise deal with any Third Party Claim, the Indemnified Person may defend against, negotiate, settle or otherwise deal with such Third Party Claim with one counsel (and any appropriate local counsel as reasonably required) reasonably acceptable to the Indemnifying Party at the expense of the Indemnifying Party; provided, that if the Indemnifying Party does not object to the Indemnified Party’s choice of counsel within ten (10) Business Days after receipt of notice from the Indemnified Party of such choice of counsel, such counsel chosen by the Indemnified Party will be deemed reasonably acceptable to the Indemnifying Party. (ii) If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim: (A) the Indemnifying Party shall permit use its commercially reasonable efforts to defend such Third Party Claim; (B) the Indemnified Person, prior to the period in which the Indemnifying Party assumes the defense of such matter, may take such reasonable actions to preserve any and all rights with respect to such matter, without such actions being construed as a waiver of the Indemnified Person’s rights to defense and indemnification pursuant to this Agreement and without such actions being determinative of the amount of any indemnifiable Losses, except to the extent the Indemnifying Party’s ability to defend such action is actually and materially prejudiced by such actions; and (C) the Indemnified Person may participate in the defense of such settlement or defense through Third Party Claim with separate counsel chosen reasonably acceptable to the Indemnifying Party at its own expense or, if so requested by the Indemnified Indemnifying Party (subject or, if in the reasonable opinion of counsel to the consent Indemnified Person, a conflict or potential conflict exists between the Indemnified Person and the Indemnifying Party that would make such separate representation advisable, at the reasonable expense of the Indemnifying Party. (iii) In connection with this Section 9.4(a), which the Parties agree to: (A) cooperate with each other in connection with the defense, negotiation or settlement of any such Third Party Claim; (B) make available witnesses in a timely manner to provide testimony through declarations, affidavits, depositions, or at hearing or trial and to work with each other in preparation for such events consistent with deadlines dictated by the particular Third Party Claim; (C) preserve all documents and things required by litigation hold orders pending with respect to particular Third Party Claims; and (D) provide such documents and things to each other, consistent with deadlines dictated by a particular matter, as required by legal procedure or court order, or if reasonably requested by another Party hereto; provided that such cooperation referenced in clauses (A) through (D) shall not be required if it could reasonably be expected to result in a waiver of any attorney-client, work product or other privilege, and provided further that the Parties shall use commercially reasonable efforts to avoid production of confidential information (consistent with Law), and to cause all communications among Employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. (iv) Except as permitted in this Section 9.4(a), the Indemnifying Party shall not, without the written consent of the Indemnified Person(s) (such consent not to be unreasonably conditioned, withheld or delayed), settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment (each a “Settlement”); provided, however, that an Indemnified Person’s written consent shall not be unreasonably withheld)required if (x) the claimant provides such Indemnified Person an unqualified release from all liability in respect of the Third Party Claim, provided that (y) such Settlement does not impose any additional liabilities or obligations on the reasonable fees Indemnified Person and expenses (z) with respect to any non-monetary provision of such counsel Settlement, such provisions could not have, or be reasonably expected to have, any adverse effect on the business, assets, financial condition or results of operations of the Indemnified Person and its Subsidiaries, if any. Any Settlement or compromise that does not comply with the preceding sentence shall not be borne determinative of the amount of Losses with respect to any related claims for indemnification pursuant to this Article IX. The costs incurred by Sellers’ Representative pursuant to participating in the defense of any Third Party Claims shall constitute Sellers’ Representative Expenses. (v) Notwithstanding anything in this Agreement to the contrary, if (v) a Third Party Claim seeks relief other than the payment of monetary damages, (w) the subject matter of a Third Party Claim relates to the ongoing business of the Indemnified Person, which Third Party Claim, if decided against the Indemnified Person, could materially and adversely affect the ongoing business of the Indemnified Person, (x) the claim for indemnification relates to or arises in connection with any criminal proceeding, action or indictment, (y) the Indemnified Person reasonably concludes that the amount of the Third Party Claim and associated defense costs shall exceed the limits on the Indemnifying Party’s obligations under Section 9.2(b), and or (Bz) the Indemnifying Party shall not settle any Indemnifiable Claim without is unable, upon request from the Indemnified Party’s consentPerson, which consent to reasonably demonstrate that it has sufficient financial resources available to defend against the Third Party Claim, then, in each such case, the Indemnified Person alone shall not be unreasonably withheldentitled to contest, defend and settle such Third Party Claim. So long as If the Indemnified Person elects to exercise such right to contest, defend and settle such Third Party Claim, then the Indemnified Person shall notify the Indemnifying Party is vigorously contesting any of 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 election within thirty (30) days after receipt of the later of (A) receiving the applicable Third Party Indemnification Claim Notice that it elects to undertake or (B) the defense occurrence of the Indemnifiable Claim described thereinevent giving rise to the Indemnified Person’s right to make such election pursuant to clause (w), (x), (y) or (z) of this Section 9.4(a)(v). In such event, the Indemnified Party Person shall instead have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise be represented by counsel of its reasonable discretion; provided, that the Indemnified Party choice (of which it shall notify the Indemnifying Party) at the Indemnifying Party’s reasonable expense and to defend against, negotiate, settle or otherwise deal with any Third Party Claim; provided that the Indemnified Person may not enter into a Settlement or compromise without the Indemnifying Party’s prior written consent. If the Indemnified Person elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim, then (1) the Indemnified Person shall use its commercially reasonable efforts to defend such Third Party Claim, conduct such defense in a good faith and reasonably diligent manner, keep the Indemnifying Party reasonably informed of the status of such defense, and use commercially reasonable efforts to cooperate with the Indemnifying Party with respect to such defense during the course of such defense, and (2) the Indemnifying Party may participate, at its own expense, in the defense of such Third Party Claim. If the Indemnified Person does not elect to contest, defend and settle such Third Party Claim, then the Indemnifying Party shall then have the right to contest and defend such Third Party Claim as described above in Section 9.4(a)(i). (vi) Notwithstanding the foregoing, any compromise or settlement Third Party Claims in respect of any such Indemnifiable ClaimTaxes shall be governed by Section 6.8(c) rather than this Section 9.4(a). To the extent that the provisions of this Section 9.4(a) conflict with the provisions of Section 6.8(c), Section 6.8(c) shall control.

Third Party Claims. (a) If A party (the “Indemnified Party”) wishing to claim indemnification under this Article VIII, upon learning of any party claim, action, suit, proceeding and/or investigation as to which it is entitled to be indemnified pursuant to Section 7.1 this Article VIII, shall promptly notify the party obligated to provide indemnification (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 pursuant to provide indemnificationthis Article VIII in writing; provided, however, that no failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of any obligation to indemnify the Indemnified Party unless and to the extent such failure to so notify materially prejudices the position of the Indemnifying Party in responding to such claim, action, suit and/or proceeding. (b) If the facts giving rise to any indemnification provided for in this Article VIII involve any actual and/or threatened claim and/or demand by any person other than the Indemnified Party, the Indemnified Party shall promptly notify tender to the Indemnifying Party in writing (the “Claim Notice”) defense or prosecution 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 claim and any damages directly resulted or were caused by such failure. (b) litigation resulting therefrom. The Indemnifying Party shall have thirty (30) days after receipt be entitled to assume the defense of such claim with counsel of the Claim Notice to undertake, conduct and control, through counsel of its Indemnifying Party’s own choosing, which counsel shall be reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall diligently and at its expenseactively conduct the defense and take all steps reasonably necessary in the defense, prosecution or settlement of such claim or litigation and will hold the Indemnified Party harmless from and against all Losses caused by and/or arising out of any settlement thereof approved in writing by the Indemnified Party (which approval shall not be unreasonably withheld or delayed) or any judgment in connection therewith (other than the Indemnified Party’s expenses of participation in such defense, prosecution and/or settlement). If the defense thereofor prosecution of a third party claim is assumed by the Indemnifying Party, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; providedbe entitled, that (A) the Indemnifying Party shall permit the Indemnified Party at its own expense, to participate in such settlement or defense through counsel chosen by the Indemnified Party. So long as the Indemnifying Party (subject is conducting the defense of any third party claim, neither the Indemnifying Party nor the 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 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 consentother, 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 assume the defense of the Indemnifiable Claim described thereinany such claim or legal proceeding resulting therefrom, the Indemnified Party shall have may defend against such claim or legal proceeding, in such manner as it may deem appropriate, including, but not limited to, settling such claim or legal proceeding, after giving written notice of the right same to contestthe Indemnifying Party, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that on such terms as the Indemnified Party shall notify may deem appropriate. In such event, the Indemnifying Party will reimburse the Indemnified Party promptly and periodically (at least monthly) for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII. (c) With respect to any Third Party Claim subject to this Article VIII: (i) any Indemnified Party and any Indemnifying Party, as the case may be, shall keep the other person fully informed of the status of such Third Party Claim and any related action at all stages thereof where such person is not represented by its own counsel; and (ii) both the Indemnified Party and the Indemnifying Party, as the case may be, shall render to each other such assistance as they may reasonably require of each other and shall cooperate in good faith with each other in order to ensure the proper and adequate defense of any compromise or settlement of any such Indemnifiable Third Party Claim. (d) Upon determination of the amount due, or after a final agreement is reached or a final judgment or order is rendered with respect any matter which is subject to indemnification under this Article VIII, the Indemnifying Party shall pay to the Indemnified Party or the person entitled thereto, as applicable, the amount owing by the Indemnifying Party with respect to such matter within ten (10) business days.

Third Party Claims. Promptly (abut in no event more than fifteen (15) If any party entitled to be indemnified pursuant to days) after receipt by the Indemnified Party under Section 7.1 (an “Indemnified Party”15(a) receives or Section 15(b) of written notice of the assertion by any third party commencement of any Proceeding against it, such Indemnified Party will, if a claim or is to be made by such Indemnified Party against an indemnifying party under any such Section (the "Indemnifying Party"), give notice to the Indemnifying Party of the commencement by any of such third person of any actual or threatened claimProceeding, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of but the foregoing (any such claim or Action being referred failure 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 will not relieve or otherwise affect the obligation of 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 by such failure. (b) The the Indemnifying Party shall have thirty (30) days after receipt demonstrates that the defense of such action is materially prejudiced by the Claim Notice Indemnified Party's failure to undertakegive such notice. Thereafter, 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 deliver to the Indemnifying Party, promptly following receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such Proceeding. If any Proceeding is brought against an Indemnified Party and it gives notice to the Indemnifying Party of such Proceeding, the Indemnifying Party will be entitled to participate in such Proceeding and, to the extent that it wishes, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Proceeding, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Section 15 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the Indemnified Party in connection therewith; providedwith the defense of such Proceeding. If the Indemnifying Party assumes the defense of a Proceeding, that (A) the Indemnifying Party shall permit not, without the Indemnified Party's prior written consent, settle or compromise any Proceeding or consent to the entry of any judgment with respect to any Proceeding unless such settlement, compromise or judgment includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability with respect to participate such Proceeding. Notwithstanding the foregoing, if an Indemnified Party determines in such settlement good faith that there is a reasonable probability that a Proceeding may adversely affect it or defense through counsel chosen by its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party (subject may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Proceeding. In no event shall an Indemnified Party consent to the entry of judgment or enter into any compromise or settlement with respect to a claim for which it is seeking or will seek indemnification 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 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 All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party claim against an Indemnified Party shall be made in accordance with the following procedures. A person or entity entitled to be indemnified pursuant to Section 7.1 indemnification under this Article VI (an “Indemnified Party”) receives notice of shall give prompt written notification to the assertion by any third party of any claim or of Party from whom indemnification is sought (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 of 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. At any time following the delivery of such notification, the Indemnifying Party may, upon written notice thereof to provide indemnificationthe Indemnified Party, assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall promptly notify control such defense. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the Indemnifying other Party in writing (the “Claim Notice”) advised of the Indemnifiable Claim; providedstatus of such action, that the failure to provide such notice shall not relieve suit, proceeding 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, claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall cooperate with not agree to any settlement of such action, suit, proceeding or 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 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 conditioned or delayed. The Indemnifying Party shall not settle agree to any Indemnifiable Claim settlement of such action, suit, proceeding or claim that does not include a complete release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on, or admission by, the Indemnified Party without the prior written consent of 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 conditioned 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. Promptly after any Party (a) If any party entitled to be indemnified pursuant to Section 7.1 (an hereinafter the “Indemnified Party”) receives has received notice of the assertion by any third party or has knowledge of any claim (or any facts giving rise to a claim) by a Third 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 Proceeding by or before any governmental entity or arbitrator and a Third Party that the Indemnified Party believes in good faith is an appeal from any of the foregoing (any such indemnifiable 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 indemnificationunder this Agreement, the Indemnified Party shall promptly notify give 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 party obligated to provide indemnification hereunderpursuant to Sections 11.1 or 11.2 (hereinafter the “Indemnifying Party”) written notice of such claim or the commencement of such Proceeding. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof, except along with all documentation and records in such Indemnified Party’s possession relating 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 to undertakedefend and settle, conduct at its own expense and controlby its own counsel, through counsel any such matter so long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle any such matter, it shall promptly notify the Indemnified Party of its own choosing, and at its expense, the settlement or defense thereofintention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in connection therewith; providedall commercially reasonable respects in the defense thereof and in any settlement thereof. Such cooperation shall include, that (A) but shall not be limited to, furnishing the Indemnifying Party with any books, records, and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled, at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof. If the Shareholders’ Representative has assumed the defense of a claim, Tyler will not (subject to and will cause its Affiliates and Representatives not to) admit any liability with respect to, or settle, compromise or discharge, any such claim without the prior written consent of the Indemnifying PartyShareholders’ Representative, 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 . The Indemnifying Party shall not settle any Indemnifiable Claim such Third Party claim without the consent of the Indemnified Party’s consent, which consent shall not be unreasonably withheldunless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, the Indemnified Party. So long as If the Indemnifying Party is vigorously contesting desires to accept a final and complete settlement of any such Indemnifiable Claim Third Party claim and the Indemnified Party refuses to consent to such settlement within ten Business Days, then the Indemnifying Party’s liability under this Section 11.3 with respect to such Third Party claim shall be limited to the amount so offered in good faithsettlement by said Third Party; provided, however, that notwithstanding the foregoing, the Indemnified Party shall not pay or settle be entitled to refuse to consent to any such claim without proposed settlement and the Indemnifying Party’s consent, which consent liability hereunder shall not be unreasonably withheld. (c) If limited by the amount of the proposed settlement if such settlement does not provide for the complete release of the Indemnified Party. If, upon receiving notice, the Indemnifying Party does not notify timely undertake to defend such matter to which the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects is entitled to undertake the defense of the Indemnifiable Claim described thereinindemnification hereunder, or fails diligently to pursue such defense, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise may undertake such defense through counsel of its reasonable discretion; providedchoice, that at the cost and expense of the Indemnifying Party, and the Indemnified Party shall notify may seek indemnification for any and all Losses based upon, arising from or relating to such claim; provided that, the Indemnifying Party may nonetheless participate (at its own expense) in the defense of any compromise or settlement such claim and the Indemnified Party will consult with the Indemnifying Party in respect of any such Indemnifiable Claimdefense.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) 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, 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 directly resulted or were caused the Indemnifying Party was materially prejudiced 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, 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; providedPROVIDED, 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 9.03 to the contrary notwithstanding, Shareholder 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, Shareholder 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 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 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 Shareholder 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 a Proceeding by a Person who is not a Party, a Group Company or an Affiliate of a Party or a Group Company (other than a Tax Claim, the conduct of which shall be governed by Section 6.10) (a “Third Party Claim”) is made, commenced or threatened in writing against any party Person entitled to be indemnified indemnification pursuant to Section 7.1 9.2 (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 9, the such Indemnified Party shall promptly notify give a Notice of Claim to the Indemnifying Party in writing obligated to indemnify such Indemnified Party (such notified Party, the “Claim NoticeResponsible Party”) of the Indemnifiable Claim); 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 or were caused by such failure. (b) the Responsible Party is prejudiced thereby. The Indemnifying Indemnified Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel at the expense of its own choosing, and at its expensethe Indemnified Party, the settlement or defense thereof, and the Indemnified Responsible Party shall cooperate with the Indemnifying Indemnified Party in connection therewiththerewith (it being acknowledged and agreed that the Indemnified Party shall have the exclusive right to settle and defend such Proceeding); provided, that (A) the Indemnifying Indemnified Party shall permit the Indemnified Responsible Party to participate in such settlement or defense through counsel chosen by the Indemnified such Responsible 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 Responsible 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, further, that the Indemnified Party shall notify not, except with the Indemnifying consent of the Responsible Party (which shall not be unreasonably withheld, conditioned or delayed), enter into any settlement that does not include as a term thereof the giving by the Person(s) asserting such claim to all Indemnified Parties of a release from all liability with respect to such claim or consent to entry of any compromise judgment. (b) Each Party shall, and Buyer shall cause the Group Companies to, reasonably cooperate in the defense or settlement prosecution of any Third Party Claim in respect of which indemnity may be sought hereunder and each of Buyer and Seller (or a duly authorized representative of such Indemnifiable ClaimParty) shall (and Buyer shall cause the Group Companies to) furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Third Party Claims. (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 right to undertake, conduct and control, through counsel of its own choosing, and at its expensethe defense of any third party claim, action or suit that it agrees in writing is subject to indemnification pursuant to the settlement or defense thereofterms of this Article VII, and the Indemnified Indemnifying Party shall cooperate with may compromise or settle the same, provided that the Indemnifying Party in connection therewith; provided, that (A) shall give the Indemnified Party advance notice of any proposed compromise or settlement. The Indemnifying Party shall permit the Indemnified Party to participate in 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 reasonable fees and expenses of such counsel shall not be borne by the Indemnified Party. If the Indemnifying PartyParty undertakes to conduct and control the conduct and settlement of such action or suit, and (Bi) the Indemnifying Party shall not settle thereby permit to exist any Indemnifiable Claim without Encumbrance upon any asset of the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as ; (ii) the Indemnifying Party is vigorously contesting shall not consent to any settlement that does not include as an unconditional term thereof the giving of a complete release from liability with respect to such Indemnifiable Claim in good faith, action or suit to the Indemnified Party; and (iii) the Indemnifying Party shall not consent to any settlement for any amount greater than the total amount that would be available to the Indemnified Party shall not pay or settle such pursuant to a valid claim without for indemnification under the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If terms of this Agreement. To the extent the Indemnifying Party does elects not notify to defend such proceeding (and the Indemnifying Party hereby agrees to give prompt notice of such decision to the Indemnified Party or in any event within thirty five (305) days after receipt of notice) and the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described thereinIndemnified Party defends against such proceeding or otherwise deals with such proceeding, the Indemnified Party shall have the right to contestmay retain counsel and control, settledefend against, negotiate, settle or compromise the Indemnifiable Claim in the exercise otherwise deal with such proceeding, claim or demand. The costs of its reasonable discretion; provided, that the Indemnified Party in undertaking such actions shall notify be included in the indemnification obligation of the Indemnifying Party of any compromise or settlement of any such Indemnifiable ClaimParty.

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 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 Action 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 directly 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 sole 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 Indemnified Party shall not settle any Indemnifiable Claim without the Indemnified Indemnifying Party’s 's consent, which consent shall not be unreasonably withheld. So long as the The 60 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 Indemnified 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 provide at least five business days prior notice to the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

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 indemnification11.02(d)(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 choosing, the defense, compromise or settlement of any claim of any third party against such Indemnified Party that is subject to indemnification as provided for in Section 11.02(a) or Section 11.02(b) (a “Third Party Claim”), and in any such case the Indemnifying Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Party in connection therewith; provided, that: (A) the Indemnifying Party may participate, through counsel chosen by it and at its own expense, in the defense of any such Third Party Claim as to which the Indemnified Party has so elected to conduct and control the defense thereof; and (B) the Indemnified Party shall not, without the written consent of the Indemnifying Party (which written consent shall not be unreasonably withheld), pay, compromise or settle any such Third Party Claim, except that no such consent shall be required if, following a written request from the Indemnified Party, the Indemnifying Party shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such Third Party Claim shall be adversely determined, such Indemnifying Party has an obligation to provide indemnification hereunder to such Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay, settle or compromise any such Third Party Claim without such consent, provided, that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld. (ii) If any Third Party Claim against any Indemnified Party is solely for money damages or, where Seller is the Indemnifying Party, will have no continuing effect in any material respect on the Business or the Purchased Assets, then the Indemnifying Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or **Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. settlement or defense of any such Third Party Claim as to which indemnification will be sought by an Indemnified Party from an Indemnifying Party hereunder if the Indemnifying Party has acknowledged and agreed in writing that, if the same is adversely determined, the Indemnifying Party has an obligation to provide indemnification to the Indemnified Party in respect thereof, and in any such case the Indemnified Party shall cooperate with in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by 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 Indemnified defense of any such Third Party (subject Claim as 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 has so elected to undertake conduct and control the defense of thereof. Notwithstanding the Indemnifiable Claim described thereinforegoing, the Indemnified Party shall have the right to contestpay, settle, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; any such Third Party Claim, provided, that in such event the Indemnified Party shall notify waive any right to indemnity therefor hereunder unless the Indemnified Party shall have sought the consent of the Indemnifying Party of any to such payment, settlement or compromise or settlement of any and such Indemnifiable Claimconsent 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 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 An Indemnified Party that desires to seek indemnification under any party entitled to be indemnified pursuant to part 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”) 9 with respect to which another party hereto any actions, suits or other administrative or judicial proceedings (each, an “Indemnifying Party”"Action") is or that may be obligated instituted by a third party shall give each applicable Indemnitor prompt notice of a third party's institution of such Action. The failure on the part of an Indemnified Party to provide indemnificationgive any such notice of an Action in a reasonably prompt manner shall not relieve the Indemnifying Party of any indemnification obligation hereunder unless, and only to the extent that, the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have 30 days from the receipt of the notice (the "Notice Period") to notify the Indemnified Party shall promptly notify (a) whether or not the Indemnifying Party in writing (disputes the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation liability of the Indemnifying Party hereunder with respect to provide indemnification hereunder, except such Action and (b) whether or not it desires to defend the extent that any damages directly resulted or were caused by Indemnified Party against such failureAction. (b) Except as hereinafter provided and except as provided in Section 9.3, if the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such Action, the Indemnifying Party shall, at its sole cost and expense (subject to Section 9.1(c) hereof), have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party, and have -52- 58 the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense, it may do so at its sole cost and expense. (c) The Indemnified Party shall not settle an Action for which it is indemnified by the Indemnifying Party without the written consent of the Indemnifying Party unless the Indemnifying Party elects in writing not to defend the Indemnified Party against such Action. The Indemnifying Party shall have thirty (30) days after receipt may, with the consent of the Claim Notice Indemnified Party, which consent shall not be unreasonably withheld, settle or compromise any action or consent to undertake, conduct and control, through counsel the entry of its own choosing, and at its expense, any judgment which includes as a term thereof the settlement delivery by the claimant or defense thereof, and plaintiff to the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit of a duly executed written unconditional release of the Indemnified Party from all liability in respect of such action. Notwithstanding the foregoing, (i) if an Indemnified Party determines in good faith that there is a reasonable probability that an Action will materially adversely affect it other than as a result of monetary damages for which it would be entitled to participate in such settlement or defense through counsel chosen by indemnification under this Agreement, the Indemnified Party (subject may, by notice to the Indemnifying Party, assume the exclusive right to defend such Action and may, with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of settle or compromise such counsel shall not be borne by the Indemnifying Party, Action and (Bii) 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 sole right to contestdefend, settle, settle or compromise any Action with respect to which it has agreed in writing to waive its right to indemnification pursuant to this Agreement. In addition, during the Indemnifiable Claim in period the exercise Indemnifying Party is determining whether to elect to assume the defense of its reasonable discretion; provideda matter covered by this Section 9.5, that the Indemnified Party shall notify may take such reasonable actions as it deems necessary to preserve any and all rights with respect to the matter, without such actions being construed as a waiver of the Indemnified Party's rights to defend and indemnification pursuant to this Agreement. If the Indemnifying Party of any compromise elects not to defend the Indemnified Party against the Action, whether by not giving the Indemnified Party timely notice as provided above or settlement otherwise, then the amount of any such Indemnifiable ClaimAction, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to Section 9.1(c) hereof.

Third Party Claims. (a) If any Promptly after an indemnified party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives has received notice of the assertion by any third party or has knowledge of any claim by a person not a party to this Agreement (“Third Person”) or of the commencement by any such third person of any actual action or threatened claimproceeding by a Third Person, actionsuch indemnified party shall, suitas a condition precedent to a claim with respect thereto being made against an indemnifying party, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any give the indemnifying party written notice of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”the commencement of such action or proceeding within thirty (30) with respect to which another party hereto (an “Indemnifying Party”) is days of acquiring knowledge of such claim, action or may be obligated to provide indemnificationproceeding provided, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; providedhowever, that the failure to provide give such notice shall will not relieve such indemnifying party from liability under this Article with respect to such claim, action or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunderproceeding, except to the extent that any damages directly resulted or were caused by the indemnifying party has been actually prejudiced as a result of such failure. . The indemnifying party (bat its own expense) The Indemnifying Party shall have thirty (30) days after receipt the right and shall be given the opportunity to associate with the indemnified party in the defense of such claim, suit or proceedings, provided that counsel for the Claim Notice indemnified party shall act as lead counsel in all matters pertaining to undertakethe defense or settlement of such claims, conduct and controlsuit or proceedings. The indemnified party shall not, through counsel of except at its own choosingcost, and at its expensemake any settlement with respect to any such claim, suit or proceeding without 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 prior consent of the Indemnifying Partyindemnifying party, which consent shall not be unreasonably withheld)withheld or delayed. It is understood and agreed that in situations where failure of the indemnifying party to settle a claim expeditiously could have an adverse effect on the indemnified party, provided that the reasonable fees and expenses failure of the indemnifying party to act upon the indemnified party’s request for consent to such settlement within five (5) Business Days of the indemnifying party’s receipt of notice thereof from the indemnified party shall be deemed to constitute consent by the indemnifying party 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 withheldsettlement for purposes of this Section 10.4. (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 party entitled to be indemnified pursuant to Section 7.1 Promptly (an “but in no event later than twenty (20) days) after receipt by the Indemnified Party”) receives Party of notice of the assertion by any third party claim 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 Indemnified Party reasonably believes it is reasonably likely to be entitled to receive indemnification 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 indemnificationParty pursuant hereto, the Indemnified Party shall promptly notify give notice thereof in writing to the Indemnifying Party in writing (Party, stating the “Claim Notice”) information then available regarding the amount and nature of the Indemnifiable Claimsuch claim; provided, however, that the failure to provide give such prompt notice shall not relieve or otherwise affect the obligation rights of the Indemnifying Indemnified Party to provide receive indemnification hereunder, except for Damages in respect thereof pursuant to this Agreement unless and only to the extent that any damages directly resulted or were caused by such failure. (b) The the Indemnifying Party shall have thirty been materially prejudiced by the Indemnified Party’s failure to deliver such prompt notice. (30ii) 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 The Indemnified Party shall cooperate with have the right, exercisable upon written notice to the Indemnifying Party in connection therewithconjunction with the notice contemplated by Section 8.4(d)(i) hereof, to defend, contest, protest, settle, compromise and otherwise control the resolution of any third party claim contemplated by Section 8.4(d)(i) hereof; provided, however, that (A) the Indemnifying Party shall permit have the Indemnified Party right pursuant to a joint defense agreement, at its own cost and expense and with counsel of its own choice, to participate in such the defense, 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 compromise of such counsel shall not be borne by the Indemnifying Partythird party claim, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without have the right, at its own cost and expense and with counsel of its own choice, to consult with the Indemnified Party’s consentParty and its counsel or other representatives concerning such third party claim, which consent (C) the Indemnified Party shall not be unreasonably withheld. So long as keep the Indemnifying Party is vigorously contesting informed of the status of the defense of such third party claim and furnish the Indemnifying Party with all documents, instruments and information that the Indemnifying Party shall reasonably request in connection therewith and (D) except with the prior written consent of the Indemnifying Party, no settlement (and no provision of any settlement agreement) or compromise of any such Indemnifiable Claim third party claim with a third party claimant shall be determinative, in and of itself, of the amount of Damages sustained, suffered or incurred by the Indemnified Party in respect of such third party claim. (iii) If there is a third party claim that, if adversely determined would give rise to a right of indemnification for Losses under this Article VIII, then any amounts incurred, paid or accrued in defense or settlement of such third-party claim, regardless of the outcome of such third party claim, shall be deemed to be Losses that were actually sustained, suffered or incurred by the Indemnified Party for purposes of the indemnification obligations of the Indemnifying Party set forth in this Article VIII. Notwithstanding the foregoing or anything to the contrary contained in this Agreement or in any Ancillary Agreement, in the event that any third party claim is settled by the Indemnified Party without the prior written consent of the Indemnifying Party, any amount incurred, paid or accrued by the Indemnified Party in settlement of such third party claim shall be the Damages presumptively sustained, suffered or incurred by the Indemnified Party in respect of such third party claim for purposes of the indemnification obligations of the Indemnifying Party under this Article VIII in respect of such third party claim, unless the Indemnifying Party shall demonstrate by a preponderance of the evidence that (A) the amount incurred, paid or accrued by the Indemnified Party in settlement of such third party claim was unreasonably excessive and (B) the Indemnified Party settled such third party claim other than in good faith, in which event (1) any amounts incurred, paid or accrued in defense of such third party claim and (2) any amounts incurred, paid or accrued in settlement of such third party claim that are not unreasonably excessive, shall be deemed to be Damages that were actually sustained, suffered or incurred by the Indemnified Party shall not pay or settle in respect of such third party claim without for purposes of the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If indemnification obligations of 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 under 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.