Common use of Third Party Claims Clause in Contracts

Third Party Claims. In the event that ▇▇▇▇▇ becomes aware of a Third-Party Claim that Buyer in good faith believes may result in a claim for Losses by or on behalf of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. In (a) Promptly after receipt by any Parent Indemnified Party of notice of the event commencement or assertion of any action, proceeding, demand, claim or investigation by a third party (an “Asserted Liability”) that ▇▇▇▇▇ becomes aware of a Third-Party Claim that Buyer in good faith believes may result in a Loss which is indemnifiable under this Article VII, such Parent Indemnified Party shall promptly deliver a Claim Notice with respect thereto to Seller Representative; provided that a failure to provide such Claim Notice promptly shall not amount to a waiver of such claim for Losses by unless and only to the extent that the resulting delay materially prejudices the position of the Selling Equityholders, as the indemnifying party, with respect to such claim. (b) Seller Representative shall have thirty (30) days from receipt of the Claim Notice (or on behalf less if the nature of the claim requires and such necessary shortened deadline is specified in the Claim Notice) (the “Notice Period”) to notify the Parent Indemnified Party in writing (i) whether or not Seller Representative disputes the liability to the Parent Indemnified Party hereunder with respect to the Loss, and (ii) whether or not Seller Representative desires at the cost and expense of the Selling Equityholders to defend the Parent Indemnified Party against such Asserted Liability (regardless of whether or not it disputes the liability with respect to such Asserted Liability). Notwithstanding the foregoing, Seller Representative shall not be entitled to assume control of the defense of an Asserted Liability without Parent’s written consent (in its sole discretion) if (i) such Asserted Liability relates to or arises in connection with any criminal proceeding, indictment, allegation or investigation of Parent or any of its Subsidiaries, including the Surviving Company and its Subsidiaries, by a Governmental Entity, (ii) the Asserted Liability seeks to impose any material liability, obligation or restriction upon Parent or any of its Subsidiaries, including the Surviving Company and its Subsidiaries, other than for money damages, (iii) the amount of claimed Losses relating to such Claim exceeds the value of the remaining Reserved Shares or (iv) counsel to Parent has advised Parent that there are one or more defenses available to the Parent Indemnified Party that are not available to the Selling Equityholders or a conflict of interest exists between the Parent Indemnified Party and the Selling Equityholders, in the opinion of counsel to the Parent Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct the defense respect of such Third-Asserted Liability. (c) If Seller Representative notifies the Parent Indemnified Party Claim. Buyer shall be entitled within the Notice Period that it desires to settle such Third-defend the Parent Indemnified Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defenseagainst an Asserted Liability, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of7.5(b), resulted from, or was in connection with a matter listed in Section 7.2. Seller Representative shall have the right to receive copies defend all appropriate proceedings with counsel of its own choosing (but reasonably satisfactory to the Parent Indemnified Party) and such proceedings shall be diligently prosecuted by it. If Seller Representative exercises the right to undertake any such defense against any Asserted Liability, (i) the Parent Indemnified Party shall provide reasonable cooperation to Seller Representative in such defense, at the Selling Equityholders’ cost and expense, (ii) Seller Representative shall keep the Parent Indemnified Party appraised of material developments regarding such Asserted Liability and (iii) the Parent Indemnified Party may elect, at such Parent Indemnified Party’s sole cost and expense, to participate in such defense with separate counsel of its choice. (d) If Seller Representative elects not to defend the Parent Indemnified Party against an Asserted Liability or does not provide an answer within the Notice Period or Parent does not consent to Seller Representative assuming control of the defense under Section 7.5(b), Parent shall be entitled to assume control of and appoint lead counsel for defense of such Asserted Liability and all pleadings, notices, reasonable fees and communications with respect expenses of one firm of attorneys (in addition to such Third-Party Claim local counsel to the extent that receipt reasonably necessary) in connection thereof shall be considered Losses for purposes of such documents does not affect any privilege relating to any Indemnified Party, this Article VII and shall be subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller indemnification hereunder. If Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of undertakes the defense of any Third-Party Claim considered by Buyer or its counsel Asserted Liability in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection accordance with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyerthis Section 7.5(d), or if (i) Seller Representative shall have been determined provide reasonable cooperation to have unreasonably withheldParent in such defense, conditioned(ii) Parent shall keep Seller Representative appraised of material developments regarding such Asserted Liability, or delayed and (iii) Seller Representative may elect, at the Selling Equityholders’ sole cost and expense, to participate in such defense with separate counsel of its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionchoice.

Third Party Claims. In The Purchaser shall give prompt written notice to the event Sellers of any pending or threatened claim or demand by a third party that ▇▇▇▇▇ becomes aware the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a Third-Party Claim that Buyer breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in good faith believes may result in a claim Section 6.1 for Losses by such representation or on behalf of an Indemnified Party, Buyer warranty. The Sellers shall have the right in right, but not the obligation, to direct, through counsel of its sole discretion own choosing, which counsel shall be reasonably satisfactory to determine and conduct the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third-Third Party Claim. Buyer , the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be entitled to settle such Third-Party Claim without paid by the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damagesPurchaser. The costs Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses incurred by the Indemnified Parties in connection with therewith. If the Sellers shall fail to undertake any such defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller Purchaser shall have the right to receive copies undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of all pleadingsa Third Party Claim, notices, and communications the Purchaser shall not admit any liability with respect to thereto, or settle, compromise or discharge such Third-Third Party Claim to without the extent that receipt of such documents does Sellers’ prior written consent which shall not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to be unreasonably delayed or withheld. If the extent that such materials contain confidential or proprietary information, except that, in Purchaser assumes the case of a Tax Contest, Seller shall only have the right to receive copies defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written correspondence from a Tax Authority notice thereof and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller Sellers shall have the right to have their reasonable comments and feedback with respect to participate in the conduct of settlement or assume or reassume the defense of such claim or proceeding at any Third-Party Claim considered time by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented notice to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionPurchaser.

Third Party Claims. Should any claim be made against Buyer or the Company by a person not a party to this Agreement with respect to any matter to which the indemnity set forth in Section 9(a) relates (a “Third-Party Claim”), then Buyer shall promptly give the Stockholder written notice of any such Third-Party Claim (including all available information regarding the details of the Third-Party Claim). If the Stockholder acknowledges to Buyer in writing that such Third-Party Claim is subject to the indemnity set forth in Section 9(a), the Stockholder shall have the right to defend or settle any such Third-Party Claim, at its sole expense, on its own behalf and with counsel of its own choosing, which counsel shall be reasonably satisfactory to Buyer. In such defense or settlement of any Third-Party Claim, Buyer shall cooperate with and assist the event Stockholder as is reasonable and may participate therein with its own counsel at its sole expense, and Buyer’s written consent shall be a requirement to any settlement and disposition thereof, which consent shall not be unreasonably withheld or delayed, provided that ▇▇▇▇▇ becomes aware in any such settlement or disposition, Buyer shall not be liable for any amounts under such settlement or disposition and such settlement or disposition shall contain a complete release of Buyer from any liability. Failure by Buyer to give notice within a reasonable period of time shall not constitute a defense, in whole or in part, to any claim for indemnification by Buyer, except only to the extent that such failure by Buyer shall result in a material prejudice to the Company and the Stockholder. If the Stockholder does not notify Buyer within 10 days after receipt of Buyer’s written notice of a Third-Party Claim that Buyer the Stockholder intends to undertake the defense thereof, and that such claim is subject to the indemnity set forth in good faith believes may result Section 9(a), or if after undertaking such defense the Stockholder fails to pursue such defense in a claim for Losses by or on behalf of an Indemnified Partyprudent manner, then Buyer shall have the right in its sole discretion to determine and conduct the defense of contest, settle or compromise such Third-Party Claim, and the Stockholder shall indemnify Buyer for the full amount of all Losses paid or suffered by Buyer in respect thereof. So long as the Stockholder has given Buyer timely notice that the Stockholder will undertake the defense of the Third-Party Claim, and is defending such Third-Party Claim in good faith, Buyer shall be entitled to not pay or settle any such Third-Party Claim without the written consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionStockholder.

Third Party Claims. In the event that ▇▇▇▇▇ Parent becomes aware of a claim by a Third Party (a “Third-Party Claim Claim”) that Buyer Parent in good faith believes may result in a claim for Losses Damages by or on behalf of an Indemnified PartyPerson, Buyer Parent shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled and to settle or resolve such Third-Party Claim without and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties Parent in connection with such defense, enforcement, settlement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, fees and court or arbitration costs) shall be included in the Losses Damages for which Buyer Parent shall be entitled to receive seek indemnification pursuant to an Indemnification Claim a claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller The Sellers shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson, subject to execution by Seller the Sellers of BuyerParent’s (and, if required, such third partyThird Party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary propriety information. However, except that, in the case of a Tax Contest, Seller Parent shall only have the right in its sole discretion to receive copies determine and conduct the defense of any written correspondence from a Tax Authority Third-Party Claim and the failure to provide any settlement, adjustment or compromise of such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected therebyThird-Party Claim. Unless otherwise consented to in writing in advance by Buyer Parent in its sole discretion, Seller the Sellers and its respective their Affiliates may not participate in any Third-Party Claim or any action related to such Third-Third- Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has the Sellers have consented to the amount of any settlement or resolution by Buyer Parent of any such claim (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed and which consent shall be deemed to have been given unless Seller the Sellers shall have objected within 20 twenty (20) days after a written request therefor by BuyerParent), or if Seller the Sellers shall have been determined to have unreasonably withheld, conditioned, conditioned or delayed its consent to the amount of any such settlement or resolution, Seller the Sellers and Indemnifying Party (a) shall not have any power or authority to object under this Article VII IX to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party Person against the Indemnification Holdback Escrow Fund for indemnity with respect to such settlement or resolution, (b) shall be deemed to have approved the related Claim Certificate and (iii) shall instruct the Escrow Agent to distribute to Parent an amount in cash from the Escrow Fund equal to the applicable Damages with respect to such Third-Party Claim.

Third Party Claims. In the event that 9.1 ▇▇▇▇▇▇▇▇▇ becomes aware shall promptly inform SIRONA in the event a third party, directly or indirectly, brings a claim against SIRONA, including but not limited to claims where ▇▇▇▇▇▇▇▇▇ intends to claim indemnification from SIRONA. ▇▇▇▇▇▇▇▇▇ shall promptly provide SIRONA with notice of a Third-Party Claim that Buyer any such claim and reasonably assist SIRONA in good faith believes may result defending such claims, including but not limited to claims arising in a claim lawsuit, and shall act only in accordance with the reasonable written instructions of SIRONA. SIRONA shall reimburse ▇▇▇▇▇▇▇▇▇ for Losses by or on behalf expenses incurred in such defense. Subject to Section 8.4.3 of an Indemnified Partythis Agreement, Buyer shall have the right in its sole discretion ▇▇▇▇▇▇▇▇▇ agrees to determine defend and conduct the defense of such Third-Party Claim. Buyer shall be entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that indemnify SIRONA, and hold it harmless, from and against any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The and all claims, actions, liabilities, losses, costs and expenses incurred (including attorneys’ fees and expenses) arising out of or based upon any claim by any person by reason of a breach of this Agreement by ▇▇▇▇▇▇▇▇▇ (including, without limitation, the Indemnified Parties death or injury to any person, property damage, loss or economic injury caused by ▇▇▇▇▇▇▇▇▇). Subject to Section 8.4.3 of this Agreement, SIRONA will indemnify, defend and hold ▇▇▇▇▇▇▇▇▇ harmless from and against any and all claims, actions, liabilities, losses, costs, and expenses (including attorneys’ fees and expenses) arising out of or based upon any claim by any person (i) by reason of a breach of this Agreement by SIRONA (including, without limitation, the death or injury to any person, property damage, loss or economic injury caused by SIRONA); (ii) by reason of the alleged defective manufacture or design of the Contractual Products or failure of the Contractual Products to meet the specifications for said Contractual Products set forth in connection with defensethe invoices, enforcement, settlementdocumentation or other sales literature applicable thereto approved by SIRONA, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costsiii) shall be included in claiming that the Losses for which Buyer shall be entitled intellectual property rights relating to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless any of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed the Contractual Products of SIRONA as described in Section 7.210 hereof infringe upon the rights of any third party. Seller SIRONA shall have the right to receive copies assume full control of all pleadings, notices, the defense and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies settlement of any written correspondence from a Tax Authority and such claim, including without limitation any modification of the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to Contractual Products which may be appropriate in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations SIRONA’s judgment in connection with the settlementany infringement suit, adjustment or compromise thereof); provided that Seller and ▇▇▇▇▇▇▇▇▇ shall have the right to have their reasonable comments and feedback cooperate with SIRONA with respect thereto. SIRONA shall maintain public liability insurance including products liability, with limits of not less than $1,000,000 per occurrence, and shall deliver to the conduct of the defense of any Third-Party Claim considered by Buyer or ▇▇▇▇▇▇▇▇▇ certificates evidencing such insurance, with broad form SIRONA’s endorsement for ▇▇▇▇▇▇▇▇▇’▇ benefit naming ▇▇▇▇▇▇▇▇▇ and its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionsubsidiaries as additional insureds.

Third Party Claims. (a) In the event respect of any third party claim that ▇▇▇▇▇ becomes aware is subject of a Third-Party Claim that Buyer in good faith believes may result in claim by an Indemnified Person indemnification under this Article VIII (other than a claim for Losses by or on behalf with respect to Taxes, as to which Section 5.9 shall govern) (a “Third Party Claim”), the Indemnified Person shall, without qualification of an Indemnified Party, Buyer shall have the right to the Indemnified Person to be indemnified for Indemnifiable Damages incurred in its sole discretion to determine and conduct connection with such Third Party Claim, control the defense of such Third-the Third Party Claim. Buyer Claim and shall be entitled to settle appoint counsel for such Third-defense (such counsel to be reasonably acceptable to the Securityholders’ Representative). No Indemnified Person shall consent to the entry of any judgment or enter into any settlement or resolution of such Third Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the Securityholders’ Representative, such consent of the relevant Indemnifying Party shall not impose criminal liability to be unreasonably withheld, conditioned or damagesdelayed. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneysSecurityholders’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller Representative shall have the right to receive participate at its own expense in the defense of the liability asserted therein. The consent by the Securityholders’ Representative to the entry of any judgment, or any settlement or resolution, of any Third Party Claim shall not compromise or limit in any way the Securityholders’ Representative’s rights hereunder to object to the claim for indemnification by the Indemnified Person or the amount of Indemnifiable Damages with respect to such Third Party Claim. (b) The Indemnified Person shall furnish or cause to be furnished to the Securityholders’ Representative copies of all pleadings, noticesresponsive pleadings, motions and communications with respect to such Third-other similar legal documents and papers received or filed in connection the Third Party Claim as may be requested by the Securityholders’ Representative. The parties hereto agree to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations reasonably cooperate with each other in connection with the settlementdefense, adjustment negotiation or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense settlement of any Third-Third Party Claim considered by Buyer or its counsel in good faithClaim, including the reasonable opportunity to review and comment in advance on any written submissions made by attending such conferences, discovery proceedings, hearings, trials or appeals as may be reasonably requested in connection with such Third-Party Claim. In the event that Seller has consented therewith and providing reasonable access to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed each other’s relevant business records and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionother documents and employees.

Third Party Claims. In the event that ▇▇▇▇▇ If Parent becomes aware of a Thirdthird-Party Claim party claim that Buyer in good faith Parent believes may result in a claim for Losses indemnification in accordance with Section 7.1 by or on behalf of an Indemnified PartyPerson, Buyer Parent shall have promptly notify the right Shareholders’ Representative of such third-party claim and provide the Shareholders’ Representative the opportunity to direct, through counsel of its own choosing (who shall be reasonably acceptable to Parent), at its own cost, the defense or settlement of such claim; provided, however, that (a) the claim or proceeding solely seeks (and continues to seek) monetary damages; (b) Parent reasonably determines in good faith that there is no reasonable likelihood that such claim will cause the Indemnified Persons to suffer Losses in excess of the amount held in the Cash Escrow Fund and the Stock Escrow Fund from time to time during the pendency of the claim, excluding any amount subject to any other claim; and (c) the Shareholders’ Representative agrees in writing on behalf of all Indemnifying Shareholders that the Indemnifying Shareholders will be liable for any amounts paid in resolution or settlement of the claim regardless of the limitations set forth in ARTICLE 7 (the conditions set forth in clauses (a) through (c) are, collectively, the “Litigation Conditions”). If the Litigation Conditions are met and the Shareholders’ Representative elects to assume the defense of any such claim or proceeding, the Shareholders’ Representative shall allow the Indemnified Persons to participate in such defense, but in such case the expenses of the Indemnified Persons shall be paid by the Indemnified Persons. An Indemnified Person shall provide the Shareholders’ Representative and counsel with reasonable access to its sole discretion records and personnel relating to determine any such claim, assertion, event or proceeding during normal business hours and conduct shall otherwise cooperate with the Shareholders’ Representative in the defense or settlement thereof, and the Indemnified Persons shall be reimbursed for all of their reasonable out-of-pocket expenses in connection therewith. If the Shareholders’ Representative elects to direct the defense of any such claim or proceeding, the Indemnified Persons shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless (i) the Shareholders’ Representative consents in writing to such payment, (ii) the Shareholders’ Representative withdraws from the defense of such Third-Party Claim. Buyer shall asserted liability and Parent undertakes the defense or settlement of such claim or proceeding and settles such claim or proceeding in accordance with this Section 7.8 unless a final judgment from which no appeal may be entitled to settle such Third-Party Claim without the consent taken by or on behalf of the Indemnifying Party; provided that Shareholders is entered against Indemnified Persons for such liability. If the Shareholders’ Representative fails to defend or if, after commencing or undertaking any settlement of a Third-Party Claim without such defense, the consent Shareholders’ Representative fails to prosecute or withdraws from such defense, or if any of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defenseLitigation Conditions cease to be met, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller Parent shall have the right to receive copies of all pleadings, noticesundertake the defense or settlement thereof, and communications with respect to such Third-Party Claim retain counsel, reasonably satisfactory to the extent Shareholders’ Representative, at the Indemnifying Shareholders’ expense; provided, however, that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies Indemnifying Shareholders shall not relieve Seller or Seller Parent be required to pay the fees and expenses of any obligation or liability to more than one counsel for the Indemnified PartyPersons in any single action, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim two or any action related to more such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller Indemnified Persons shall have conflicting interests in the right to have their reasonable comments and feedback with respect to outcome of such action and, without the conduct consent of the defense of any Third-Party Claim considered by Buyer or its counsel Shareholders’ Representative in good faithwriting, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any no settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent with third-party claimants shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to determinative of the amount of Losses relating to such matter (but in no event shall the amount of Losses exceed the aggregate of the actual cost incurred by the Indemnified Persons in defending such claim and the amount of such settlement). If the Shareholders’ Representative consents to any such settlement or resolutionsettlement, Seller neither the Shareholders’ Representative nor any Indemnifying Shareholder shall not have any power or authority to object under this Article VII to the amount or validity of any Indemnification Claim claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund Person for indemnity with respect to such settlement settlement. Notwithstanding any other provision of this Agreement, any costs and expenses of defense and investigation, including court costs and reasonable attorneys fees incurred or resolutionsuffered by the Indemnified Persons in connection with the defense of any such third party claim, whether or not it is determined that there was a breach or inaccuracy of a representation or warranty or any other matter specified in Section 7.1 as a basis for indemnification under this Agreement, shall constitute Losses subject to indemnities under Section 7.1.

Third Party Claims. In the event that ▇▇▇▇▇ Acquirer becomes aware of a claim by a third party (a “Third-Party Claim Claim”) that Buyer Acquirer in good faith believes may result in a claim for Losses Indemnifiable Damages by or on behalf of an Indemnified PartyPerson, Buyer Acquirer shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled and to settle or resolve such Third-Party Claim without (and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties Acquirer or its Affiliates in connection with defense, enforcement, settlement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, fees and court or arbitration costs) shall be included in the Losses Indemnifiable Damages for which Buyer Acquirer shall be entitled to receive indemnification pursuant to an Indemnification Claim a claim made hereunder, and such costs and expenses shall constitute Losses Indemnifiable Damages subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, from or was in connection with a matter listed in Section 7.2). Seller The Securityholders’ Agent shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson, subject to execution by Seller the Securityholders’ Agent of BuyerAcquirer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary propriety information. However, except that, in the case of a Tax Contest, Seller Acquirer shall only have the right in its sole discretion to receive copies determine and conduct the defense of any written correspondence from a Tax Authority Third-Party Claim and the failure to provide settlement, adjustment or compromise of such Third-Party Claim; provided that any settlement, adjustment or compromise of such copies Third-Party Claim shall not relieve Seller or Seller Parent limit the ability of the Securityholders’ Agent from disputing any obligation or liability to the Indemnified Party, claim for indemnification under Section 7.2 except to the extent that Seller demonstrates that it is materially and adversely affected therebyas otherwise expressly set forth in this Section 7.9). Unless otherwise consented to in writing in advance by Buyer Acquirer in its sole discretion, Seller the Securityholders’ Agent and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller the Securityholders’ Agent has consented to the amount of any settlement or resolution by Buyer Acquirer of any such claim (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyerdelayed), or if Seller the Securityholders’ Agent shall have been determined pursuant to Section 8.11 to have unreasonably withheld, conditioned, conditioned or delayed its consent to the amount of any such settlement or resolution, Seller neither the Securityholders’ Agent nor any Indemnifying Holder shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party Person against the Indemnification Holdback Escrow Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that ▇▇▇▇▇ Buyer becomes aware of a Thirdthird-Party Claim that party claim which Buyer in good faith believes may is reasonably likely to result in Indemnifiable Damages (a claim for Losses by or on behalf of an Indemnified Party“Third Party Claim”), Buyer shall have the right in its sole discretion to determine and conduct the defense of and to settle or resolve any such Third-Third Party Claim. Buyer shall be entitled to settle such Third-Party Claim without timely notify the consent of the Indemnifying Party; provided that any settlement Sellers’ Representative of a Third-Third Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ feesClaim, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller Sellers’ Representative shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Third-the Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson and shall be entitled, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in at its sole discretionoption and expense, Seller and its respective Affiliates may to participate in, but not participate in to determine or conduct, any Third-defense of the Third Party Claim or any action related to such Third-Party Claim (including any discussions or settlement negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Third Party Claim. In However, except with the event that Seller has consented to written consent of the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheldSellers’ Representative, conditioned, or delayed and which consent shall be deemed to have been given unless Seller the Sellers’ Representative shall have objected within 20 days thirty (30) Business Days after a written request therefor for such consent is delivered to the Sellers’ Representative by Buyer), no settlement or if Seller resolution by Buyer of any claim that gives rise to a claim against the Indemnifying Parties shall have been determined to have unreasonably withheld, conditioned, be determinative of the existence of or delayed its consent to the amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Representative has consented to any such settlement or resolution, Seller neither the Sellers’ Representative nor any Indemnifying Party shall not have any power or authority to object under Section 9.6 or any other provision of this Article VII ARTICLE 9 to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund Person for indemnity with respect to such settlement or resolution but only to the extent that the amount of any such claim by or on behalf of any Indemnified Person is equal to or less than the amount consented to in any such settlement or resolution.

Third Party Claims. In 9.8.1 Upon the event that ▇▇▇▇▇ becomes Buyer becoming aware of a Third-Party Claim that any third party claim, action or demand or matter which may give rise to any Loss for which the Seller may be liable, the Buyer shall, in good faith believes may result order to preserve the Buyer’s possible right to compensation from the Seller for such Loss: (a) give written notice to the Seller in a accordance with Clause 9.5.1(a); (b) not make any admission of liability, agreement, settlement or compromise with any third party in relation to any such claim for Losses by or on behalf of an Indemnified Partyadjudication, Buyer shall have without obtaining the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled to settle such Third-Party Claim without the prior written consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defenseSeller, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheldwithheld or delayed; (c) not take any action which may have any adverse effect on any insurance policy under which any such third party claim would be recoverable if such action had not been taken; (d) take any action that the Seller reasonably requests to avoid, conditioneddispute, resist, appeal, compromise or delayed defend such claim at the Seller’s cost and which consent shall be deemed to have been given unless expense; (e) give the Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed and its consent advisors reasonable access to the amount personnel of the Buyer and the Group Companies, and to any relevant properties, premises, accounts, documents and records, and allow the Seller and its advisors to take copies thereof in order to enable the Seller and its advisors to examine the grounds for such claim, to defend against such claim and to conduct any litigation resulting therefrom in accordance with item (f) below; and (f) at the Seller’s request and at the Seller’s cost and expense, allow the Seller (at the Seller’s option) to: (i) handle any negotiation, dispute or litigation relating thereto with any third party and grant the Seller and its advisors all authorisations and all assistance as the Seller and its advisors may reasonably require to enable the Seller and its advisors to defend against the claim and to properly conduct any litigation resulting therefrom; or (ii) participate in and give advice to any negotiation, dispute or litigation relating thereto with any third party; and (iii) at the Seller’s discretion, agree to any settlement, compromise or discharge of such claim. provided, in respect of sub-clause (f) above, that any such settlement or resolutioncompromise must be for monetary damages only, and must provide a full release of the Buyer and all its Affiliates from any and all liabilities relating to such Third Party Claim. 9.8.2 The Party conducting the negotiation, dispute or litigation in respect of any third party claim pursuant to Clause 9.8.1 shall ensure that the Seller or the Buyer, as the case may be, will be informed without undue delay of the developments of the matter, and shall be provided with copies of any correspondence or documentation material to the negotiation, dispute or litigation, provided always that such disclosure is possible without jeopardizing the outcome of such negotiation, dispute or litigation, or legal privilege in relation thereto. 9.8.3 Any failure by the Buyer to comply with the provisions of Clause 9.8.1(a) shall not have any power or authority to object under this Article VII relieve the Seller of its liability hereunder, except to the amount of any Indemnification Claim by extent a failure to provide timely or on behalf of any Indemnified Party against adequate notice pursuant to Clause 9.8.1(a) shall have adversely prejudiced the Indemnification Holdback Fund for indemnity with respect to Seller or if such settlement or resolutionfailure is wilful.

Third Party Claims. In (a) Except to the event that ▇▇▇▇▇ becomes aware of a Third-Party Claim that Buyer extent expressly warranted in good faith believes may result Article 7, and subject to the indemnification obligation in a claim for Losses by or on behalf of an Indemnified PartyArticle 5, Buyer CG shall have the right in its sole discretion no liability to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications Rigel with respect to such Third-Party Claim any claim, suit or action alleging that the practice of the license rights granted by CG under Section 2.1 infringes any intellectual property or other right of a third party. Except to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Partyexpressly warranted in Article 7, and subject to execution by Seller of Buyer’s (andthe indemnification obligation in Article 5, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller Rigel shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or no liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in CG or its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to any claim, suit or action alleging that the conduct practice of the license rights granted under Section 2.2 infringes any intellectual property or other rights of a third party. (b) Rigel hereby agrees to provide reasonable assistance to CG, at its request, in defending any action or claim initiated by a third party against CG arising from any claim that the use or practice of the Rigel Know-How, Rigel Biological Materials or the Target by CG or its Affiliates infringes that third party’s proprietary rights. CG hereby agrees to provide Rigel reasonable assistance, at its request and expense, in defending any action or claim initiated by a third party against Rigel or its Affiliates arising from any claim that the use or practice of the CG Patents or CG Know-How by Rigel or its Affiliates infringes that third party’s proprietary rights. (c) If a third party asserts against CG that a patent, trademark or other intangible right owned by it is infringed by any product in the CG Program Field derived or resulting from or incorporating Program Technology, CG will be solely responsible for defending against any such assertions at its cost and expense. Each Party will give prompt written notice to the other of any such claim. Rigel will assist in the defense of any Third-such claim as reasonably requested by CG, at CG’s expense, and may retain separate counsel at its own expense at any time. (d) Neither Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on shall enter into any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount settlement of any settlement or resolution by Buyer claim which would admit the invalidity of any such claim (Patents within the Program Technology without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned, withheld or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutiondelayed.

Third Party Claims. In the event that ▇▇▇▇▇ Buyer becomes aware of a third-party claim or demand (including a threat in writing of such), or is served with a third-party complaint, counterclaim or cross-claim in litigation (collectively, a “Third-Party Claim Claim”) that Buyer in good faith reasonably believes may result in a claim for Losses by or on behalf of an Indemnified Partyindemnification under this Agreement, Buyer shall have promptly notify Seller in the right in its sole discretion to determine and conduct the defense relevant Claim Certificate (or amendment thereof) of such Third-Party Claim. Buyer shall be entitled Claim and (subject to settle such Third-Party Claim without any applicable confidentiality or privacy obligations or law) the consent identity of the Indemnifying Partyperson or party asserting such claim or demand; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party failure to give prompt notice shall not impose criminal liability or damages. The costs affect the indemnification provided hereunder except if and expenses incurred by to the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ extent Seller has been actually and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and materially prejudiced as a result of such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2failure. Seller shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such the Third-Party Claim to the extent that receipt of such documents does not affect any claim of privilege relating to any Indemnified PartyPerson, and subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary propriety information. Seller, except thatshall, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in at its sole discretionexpense, Seller and its respective Affiliates may not be entitled to participate in any Third-Party Claim or any action related to defense of such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof)Claim; provided that Seller Buyer shall have the right in its sole discretion to have their reasonable comments determine and feedback with respect to the conduct of the defense of any Third-Party Claims. Buyer shall be entitled to settle such Third-Party Claim considered by Buyer or its counsel in good faith, including without the reasonable opportunity to review and comment in advance on consent of Seller; provided that any written submissions settlement of a Third-Party Claim without the consent of Seller shall not be determinative of any indemnification Claim that may be made in connection with hereunder resulting from such Third-Party Claim. In Notwithstanding anything to the event contrary contained herein, if there is a Third-Party claim that Seller has if adversely determined would give rise to a right of recovery for Indemnifiable Damages hereunder that is either, (a) not otherwise subject to a settlement or other adjudication that is consented to the amount in writing by Seller or (b) is not otherwise determined to constitute Indemnifiable Damages hereunder, then 50% of any settlement or resolution amounts incurred by Buyer the Indemnified Persons in defense of any such claim (which consent shall not be unreasonably withheldThird-Party Claim, conditioned, or delayed and which consent shall be deemed Indemnifiable Damages and shall be borne by the Indemnifying Parties in accordance with this Article VIII and the remaining 50% of such amounts shall be borne by the Indemnified Persons. If there shall be any conflicts between the provisions of this Section 9.6 and Section 6.10(b) (relating to have been given unless Seller shall have objected within 20 days after a written request therefor by BuyerTax Contests), or if Seller the provisions of Section 6.10(b) shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutioncontrol.

Third Party Claims. (a) If any third party shall notify Acquiror or its affiliates with respect to any matter (hereinafter referred to as a “Third Party Claim”), which may result in Damages, then Acquiror shall give prompt notice to Stockholders’ Agent (and in any event within 10 business days) of Acquiror becoming aware of any such Third Party Claim or of facts upon which any such Third Party Claim will be based setting forth such material information with respect to the Third Party Claim as is reasonably available to Acquiror; provided, however, that no delay or failure on the part of Acquiror in notifying Stockholders’ Agent shall relieve Stockholders from any obligation hereunder unless Stockholders are thereby prejudiced (and then solely to the extent of such prejudice). (b) In case any Third Party Claim is asserted against Acquiror or its affiliates, Stockholders’ Agent will be entitled, if he so elects by written notice delivered to Acquiror within 30 days after receiving Acquiror’s notice under Section 10.11(a), to assume the defense thereof, at the expense of Stockholders’ Agent, so long as (i) Acquiror has reasonably determined that Damages which may be incurred as a result of the Third Party Claim do not exceed either individually, or when aggregated with all other Third Party Claims, the total dollar value of the Escrow Shares determined in accordance with the Escrow Agreement; and (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief; and (iii) counsel selected by Stockholders’ Agent is reasonably acceptable to Acquiror. If Stockholders’ Agent so assumes any such defense, he shall conduct the defense of the Third Party Claim actively and diligently. Stockholders’ Agent shall not compromise or settle such Third Party Claim or consent to entry of any judgment in respect thereof without the prior written consent of Acquiror. (c) In the event that ▇▇▇▇▇ becomes aware of a Third-Party Claim that Buyer in good faith believes may result in a claim for Losses by or on behalf of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct Stockholders’ Agent assumes the defense of such Third-the Third Party Claim in accordance with Section 10.11(b) above, Acquiror or its affiliates may retain separate counsel and participate in the defense of the Third Party Claim. Buyer , but the fees and expenses of such counsel shall be entitled at the expense of Acquiror unless Acquiror or its affiliates shall reasonably determine that there is a material conflict of interest between or among Acquiror or its affiliates and Stockholders with respect to settle such Third-Third Party Claim, in which case the reasonable fees and expenses of such counsel will be reimbursed out of the Escrow Fund. Acquiror or its affiliates will not 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 Stockholders’ Agent which shall not be unreasonably withheld. Acquiror will cooperate in the Indemnifying Party; provided that any settlement defense of a Third-the Third Party Claim without and will provide full access to documents, assets, properties, books and records reasonably requested by Stockholders’ Agent and material to the consent claim and will make available all officers, directors and employees reasonably requested by Stockholders’ Agent for investigation, depositions and trial. (d) In the event that Stockholders’ Agent fails or elects not to assume the defense of Acquiror or its affiliates against such Third Party Claim, which Stockholders’ Agent had the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled right to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification assume under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of10.11(b) above, resulted from, (i) Acquiror or was in connection with a matter listed in Section 7.2. Seller its affiliates shall have the right to receive copies of all pleadings, notices, undertake the defense and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’sii) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies Acquiror shall not relieve Seller compromise or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-settle such Third Party Claim or consent to entry of any action related judgment in respect thereof without the prior written consent of Stockholders’ Agent which shall not be unreasonably withheld. In the event that the Stockholders’ Agent is not entitled to assume the defense of Acquiror or its affiliates against such Third-Third Party Claim pursuant to Section 10.11(b) above, (including any discussions i) Acquiror or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller its affiliates shall have the right to have their reasonable comments and feedback with respect to the conduct of undertake the defense and (ii) Acquiror shall not compromise or settle such Third Party Claim or consent to entry of any Third-Party Claim considered by Buyer or its counsel judgment in good faith, including respect thereof without the reasonable opportunity to review and comment in advance on any prior written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount consent of any settlement or resolution by Buyer of any such claim (Stockholders’ Agent which consent shall not be unreasonably withheld. In each case, conditionedAcquiror or its affiliates shall conduct the defense of the Third Party Claim actively and diligently, and Stockholders’ Agent will cooperate with Acquiror or delayed its affiliates in the defense of that claim and which consent shall be deemed will use its reasonable efforts to have been given unless Seller shall have objected within 20 days after a written request therefor make available all individuals reasonably requested by Buyer)Acquiror for investigation, or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutiondepositions and trial.

Third Party Claims. In the event that ▇▇▇▇▇ Acquiror becomes aware of a Thirdthird-Party Claim that Buyer in good faith believes may result in party Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for Losses by indemnification under any of clauses (a) through (j) of Section 7.2 or on behalf clauses (a) through (e) of an Indemnified PartySection 7.3 (each such claim, Buyer a “Third Party Claim”), Acquiror shall have the right in its sole discretion to determine and conduct the defense of and to settle or resolve any such Third-Third Party Claim. Buyer shall be entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneysSellers’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller Agent shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Third-any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson and shall be entitled, subject at its expense, to execution by Seller participate in, but not to determine or conduct, any defense of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Third Party Claim or any action related to such Third-Party Claim (including any discussions or settlement negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Third Party Claim. In However, except with the event that Seller has consented to consent of the amount of any settlement or resolution by Buyer of any such claim (Sellers’ Agent, which consent shall not be unreasonably withheld, delayed or conditioned, or delayed and which consent shall be deemed to have been given unless Seller the Sellers’ Agent shall have objected within 20 fifteen (15) days after a written request therefor for such consent by Buyer)Acquiror, the amount paid in the settlement or if Seller resolution of any such claim to the third-party claimant shall have been determined not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have unreasonably withheld, conditioned, or delayed its consent consented pursuant to the amount of preceding sentence) to any such settlement or resolution, Seller such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to the amount any claim for Indemnifiable Damages (including costs of any Indemnification Claim investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Party Person against the Indemnification Holdback Fund for indemnity Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolution.

Third Party Claims. In Promptly after the event assertion by any third party of any claim against any Indemnitee (a “Third-Party Claim”) that, in the judgment of such Indemnitee, may result in the incurrence by such Indemnitee of Purchaser Damages for which such Indemnitee would be entitled to indemnification pursuant to this Agreement, such Indemnitee shall deliver to Seller a written notice describing in reasonable detail such Third-Party Claim; provided, however, that ▇▇▇▇▇ becomes aware no delay on the part of the Indemnitee in notifying Seller shall relieve Seller of any liability or obligations hereunder, except to the extent that Seller has been prejudiced thereby, and then only to such extent. Seller shall have the right, but not the obligation, exercisable in its sole discretion by written notice to the Indemnitee within thirty (30) days of receipt of notice from the Indemnitee of the commencement of or assertion of any Third-Party Claim, to assume the defense and control the settlement of such Third-Party Claim. The Indemnitee shall have the right to participate in (but not control), at its own expense, the defense and settlement of any Third-Party Claim. If Seller does not elect to undertake and conduct the defense of a Third-Party Claim that Buyer in good faith believes may result in a claim for Losses by or on behalf of an Indemnified PartyClaim, Buyer the Indemnitee shall have the right in its sole discretion to determine and conduct undertake the defense of such Third-Party Claim. Buyer In the event Seller has assumed the defense of any Third-Party Claim, Seller shall be entitled not consent to settle a settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the Indemnitee’s prior written consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditionedconditioned or delayed), unless such settlement or delayed judgment relates solely to monetary damages and provides for a complete release of the Indemnitee, in which case, no such consent shall be deemed to have been given unless Seller required. The Indemnitee shall have objected within 20 days after a written request therefor by Buyer)the right to settle, or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount entry of any judgment arising from, any Third-Party Claim for which Seller has not assumed the defense. Whether or not Seller elects to defend or prosecute any Third-Party Claim, both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such settlement or resolutionrecords, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to information and testimony, and attend such settlement or resolutionconferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Third Party Claims. In the event that ▇▇▇▇▇ SumTotal becomes aware of a Thirdthird-Party Claim party claim, action or proceeding that Buyer in good faith SumTotal reasonably believes may result in a demand against the Escrow Fund, SumTotal shall promptly notify the Stockholder Representative of such claim, action or proceeding, and the Stockholder Representative shall be entitled, at its expense, to participate in any defense of such claim. If there is a third-party claim that, if adversely determined, would give rise to a right of recovery for Losses by hereunder, then any amounts incurred or on behalf accrued in defense of an Indemnified Partysuch third-party claim (including reasonable counter-claims), Buyer regardless of the outcome of such claim, shall be deemed Losses hereunder and shall be subject to the limitations set forth in Section 2.10(b) of the Pathlore Schedules with respect to Agreed Claims (it being understood that any amounts awarded in connection with any such counter-claims shall be first offset against any Losses subject to indemnification (and limits thereto) hereunder and incurred in connection with the underlying third-party claim). SumTotal shall have the right in its sole discretion to determine and conduct control the defense of all such Third-Party Claim. Buyer shall be entitled claims and to settle all such Thirdclaims; provided, however, that SumTotal shall not settle any third-Party Claim party claims without the prior written consent of the Indemnifying Party; Stockholder Representative, which consent will not be unreasonably withheld or delayed. To the extent the Stockholder Representative presents the Indemnified Party with a bona fide offer from the third-party claimant regarding a settlement for money damages in an amount which, taken together with all Losses relating to the underlying third-party claims, is less than the value remaining in the Escrow Fund that is not already subject to existing claims pursuant to an Officer’s Certificate or Certificates, and which offer includes no material obligations or restrictions on SumTotal or its business other than the payment of money damages, then SumTotal may elect to (A) settle the third-party claims on the proposed terms and conditions of the proposed settlement in which case SumTotal shall recover the full amount of such settlement (and related Losses) from the Escrow Fund pursuant to Article VII without any objection from the Stockholder Representative, subject to the limitations on recovery provided in Section 7.2(i) with respect to Agreed Claims or (B) reject the settlement in which case SumTotal agrees and acknowledges that is shall thereafter be responsible for all Losses in excess of the proposed settlement offer (including litigation expenses incurred thereafter). The Indemnified Party shall keep the Stockholder Representative informed of any settlement of a Third-Party Claim without proposals and the consent of the relevant Indemnifying Party parties shall not impose criminal liability or damages. The costs consult and expenses incurred by the Indemnified Parties cooperate with each other in good faith in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Thirdthird-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionparty claims.

Third Party Claims. In Each Company shall promptly give notice to the event that ▇▇▇▇▇ becomes aware other Company of any pending or threatened Tax Contest, claim, action, suit, investigation or proceeding brought by a Thirdthird party relating to (x) any Transaction Taxes or News Transaction Taxes or (y) any Transaction Tax-Related Losses or News Tax-Related Losses for which such Company is or may be indemnified by the other Company under this Section 7 (each, a "Third Party Claim"). Such notice shall contain (i) factual information (to the extent known) describing any asserted Tax liability or other claim in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority or third party relating to the Third Party Claim, and (ii) the amount of the Third Party Claim. Such notice shall be given within a reasonable period of time after notice thereof was received by such Company, but any failure to give timely notice shall not affect the indemnities given hereunder except, and only to the extent that, the indemnifying Company shall have been actually prejudiced as a result of such failure. Thereafter, each Company shall deliver to the other Company such additional information with respect to such Third Party Claim in its possession that Buyer the other Company may reasonably request. LMC and LEI will have the right to jointly control the defense, compromise or settlement of any Third Party Claim; provided, however, that with respect to any Third Party Claim arising under the Tax Matters Agreement (or otherwise subject to the indemnification provisions of the Tax Matters Agreement), LEI's rights to jointly control, or otherwise participate in good faith believes may result in a claim for Losses by or the defense of, such Third Party Claim will be subject to the terms of the Tax Matters Agreement, and LEI acknowledges that it will be limited to those rights that LMC is able, through use of reasonable efforts, to obtain on behalf of an Indemnified Party, Buyer LEI under the Tax Matters Agreement. LMC shall have use reasonable efforts to provide LEI with the right in its sole discretion to determine jointly control with LMC any Third Party Claim arising under the Tax Matters Agreement (or otherwise subject to the indemnification provisions of the Tax Matters Agreement); provided, however, that LMC shall not be required to relinquish any rights that it has to control the defense, compromise or settlement of any such Third Party Claim (other than to LEI pursuant to the foregoing). LMC hereby agrees to make a partial assignment to LEI of any rights it has under the Tax Matters Agreement to allow LEI to jointly control with LMC and conduct News the defense defense, compromise or settlement of any Tax Contest relating to a News Transaction Tax for which LEI has any indemnity obligation hereunder. No indemnified Company shall settle or compromise or consent to entry of any judgment with respect to any such Third-Party Claim. Buyer shall be entitled to settle such Third-Third Party Claim without the prior written consent of the Indemnifying Party; provided that indemnifying Company, which consent may be withheld in the indemnifying Company's sole discretion. No indemnifying Company shall settle or compromise or consent to entry of any settlement of a Third-judgment with respect to any such Third Party Claim without the prior written consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defenseindemnified Company, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall may not be unreasonably withheld, conditioned, withheld or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutiondelayed.

Third Party Claims. In the event that ▇▇▇▇▇ Acquirer becomes aware of a Thirdthird-Party Claim that Buyer party claim which Acquirer in good faith believes may result in a an indemnity claim for Losses by or on behalf of an Indemnified PartyPerson, Buyer Acquirer shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled and to settle or resolve any such Third-Party Claim without claim (and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties Acquirer in connection with such defense, enforcement, settlement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, fees and court or arbitration costs) shall be included in the Losses Indemnifiable Damages for which Buyer shall be entitled to receive Acquirer may seek indemnification pursuant to an Indemnification Claim a claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2). Seller The Stockholders’ Agent shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Thirdthe third-Party Claim party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson and shall be entitled, subject at its expense, to execution by Seller participate in, but not to determine or conduct, any defense of Buyer’s (and, if required, such third party’s) standard nonthe third-disclosure agreement to the extent that such materials contain confidential party claim or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or settlement negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct third-party claim. However, except with the consent of the defense of any Third-Party Claim considered by Buyer or its counsel in good faithStockholders’ Agent, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller the Stockholders’ Agent shall have objected within 20 30 days after a written request therefor for such consent by Buyer)Acquirer, no settlement or if Seller resolution by Acquirer of any claim that gives rise to a indemnity claim by or on behalf of an Indemnified Person shall have been determined to have unreasonably withheld, conditioned, be determinative of the existence of or delayed its consent to the amount of Indemnifiable Damages relating to such matter. In the event that the Stockholders’ Agent has consented to any such settlement or resolution, Seller neither the Stockholders’ Agent nor any Converting Holder shall not have any power or authority to object under Section 8.4 or any other provision of this Article VII ARTICLE 8 to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party Person against the Indemnification Holdback Fund Amount for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that 11.1 ▇▇▇▇▇▇▇▇▇ becomes aware shall promptly inform SIRONA in the event a third party, directly or indirectly, brings a claim against SIRONA, including but not limited to claims where ▇▇▇▇▇▇▇▇▇ intends to claim indemnification from SIRONA. ▇▇▇▇▇▇▇▇▇ shall promptly provide SIRONA with notice of a Third-Party Claim that Buyer any such claim and reasonably assist SIRONA in good faith believes may result defending such claims, including but not limited to claims arising in a claim lawsuit, and shall act only in accordance with the reasonable written instructions of SIRONA. SIRONA shall reimburse ▇▇▇▇▇▇▇▇▇ for Losses by or on behalf of an Indemnified Partyexpenses incurred in such defense. ▇▇▇▇▇▇▇▇▇ agrees to defend and indemnify SIRONA, Buyer shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that hold it harmless, from and against any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The and all claims, actions, liabilities, losses, costs and expenses incurred arising out of the death or injury to any person, property damage, loss or economic injury caused by the Indemnified Parties in connection with defense▇▇▇▇▇▇▇▇▇ (including, enforcementwithout limitation, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2breach of this Agreement). Seller shall have the right SIRONA agrees to receive copies of all pleadings, noticesdefend and indemnify ▇▇▇▇▇▇▇▇▇, and communications with respect to such Third-Party Claim to hold it harmless, from and against any and all claims, actions, liabilities, losses, costs and expenses arising out of (i) the extent that receipt of such documents does not affect any privilege relating death or injury to any Indemnified Partyperson, subject to execution property, damage loss or economic injury caused by Seller SIRONA and (ii) the infringement by the Contractual Products of Buyer’s (and, if required, such intellectual property of a third party’s) standard non. 11.2 If a third party raises well-disclosure agreement to founded claims against ▇▇▇▇▇▇▇▇▇ on the extent that such materials contain confidential grounds of or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct an infringement of intellectual property rights because of the defense delivery of any ThirdContractual Products, SIRONA shall be obliged, at its own discretion and cost on the part of SIRONA, either: 11.2.1 to acquire the rights to use from the person or entity entitled to grant such rights; or 11.2.2 to modify the infringing product parts so as not to infringe upon the said rights; or 11.2.3 to replace the infringing product parts with non-Party Claim considered infringing parts; or 11.2.4 if the above is not reasonably achievable, to take back the products in question and reimburse the sales price, less depreciation. Claims shall be deemed well-founded only if they are acknowledged as such by Buyer SIRONA or its counsel finally adjudicated as such in good faith, including a legal proceeding defended by ▇▇▇▇▇▇▇▇▇ at the reasonable opportunity to review instruction and comment in advance on any written submissions made in connection with such Third-Party Claim. expense of SIRONA. 11.3 In the event that Seller has consented issues arise regarding infringement of intellectual property of third parties which are not covered by the provisions of Subsection 11.1 and 11.2, SIRONA and ▇▇▇▇▇▇▇▇▇ shall attempt to the amount reach an amicable agreement between themselves in settlement of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheldthese questions, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund having due regard for indemnity with respect to such settlement or resolutiontheir mutual interests.

Third Party Claims. In (a) Promptly after the event that ▇▇▇▇▇ becomes aware assertion by any third party of a Third-Party Claim that Buyer any claim against any WSU Indemnitees that, in good faith believes the judgment of WSU, may result in a claim the incurrence by any WSU Indemnitees of Losses for Losses by or on behalf of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct the defense of which such Third-Party Claim. Buyer shall WSU Indemnitees would be entitled to settle indemnification hereunder, WSU shall deliver to Licensee written notice with respect to such Third-Party Claim without claim, and Licensee may, at its option within thirty (30) days after receipt of such notice, but not in any event after the consent settlement or compromise of such claim, assume the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution defense (including settlement negotiations) of WSU Indemnitees against such claim (including the employment of counsel, who shall be satisfactory to WSU, and the payment of expenses). Notwithstanding the foregoing, if WSU determines that there is a reasonable attorneys’ feesprobability that a claim may materially and adversely affect it, other professionals’ and experts’ feesthan as a result of money payments required to be reimbursed by Licensee under this Section 7, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller WSU shall have the right to receive copies of all pleadingsdefend, noticescompromise or settle such claim or suit; provided, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Partyfurther, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential settlement or proprietary informationcompromise shall not, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise unless consented to in writing by Licensee, be relevant as to the liability of Licensee to WSU Indemnitees. (b) If Licensee participates in advance or assumes the defense of any claim asserted by Buyer in its sole discretiona third party, Seller the WSU Indemnitees, Licensee and its respective Affiliates may not participate counsel shall cooperate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlementdefense against, adjustment or compromise thereof); provided that Seller of, such asserted liability. The WSU Indemnitees shall have the right to employ separate counsel in any such action or claim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be an expense of the Licensee unless (i) the Licensee shall have their reasonable comments and feedback with respect failed, within thirty (30) days after having been notified in writing by WSU of the existence of such claim, to the conduct of assume the defense of such claim or (ii) the employment of such counsel has been specifically authorized by the Licensee. If there is a final judgment for the plaintiff in any Third-Party Claim considered such action, or if there is a settlement of any such action effected with the consent of Licensee, Licensee shall indemnify and hold harmless the WSU Indemnitees from and against any loss or liability by Buyer reason of judgment or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. settlement. (c) In the event that Seller has consented Licensee shall decline to participate in or assume the defense of a claim asserted by a third party, prior to paying or settling any claim against which Licensee is, or may be, obligated under this Section 7 to indemnify WSU Indemnitees, WSU shall first provide Licensee with a copy of a final court judgment or decree holding WSU Indemnitees liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. WSU's failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise shall not relieve Licensee of any of its indemnification obligations contained in this Section 7, except where, and solely to the amount extent that, such failure actually and materially prejudices the rights of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionLicensee.

Third Party Claims. In the event that ▇▇▇▇▇ the Purchaser becomes aware of a Thirdthird-Party Claim that Buyer in good faith party claim which the Purchaser believes may result in a claim for Losses against the Purchaser by or on behalf of an Indemnified PartyPerson, Buyer the Purchaser shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled and to settle or resolve any such Third-Party Claim without claim (and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties Purchaser in connection with such defense, enforcement, settlement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, fees and court or arbitration costs) shall be included in the Losses Indemnifiable Damages for which Buyer shall be entitled to receive the Purchaser may seek indemnification pursuant to an Indemnification Claim a claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2). The Seller shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Thirdthe third-Party Claim party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson and shall be entitled, subject at its expense, to execution by Seller participate in, but not to determine or conduct, any defense of Buyer’s (and, if required, such third party’s) standard nonthe third-disclosure agreement to the extent that such materials contain confidential party claim or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or settlement negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct third-party claim. However, except with the consent of the defense of any Third-Party Claim considered by Buyer or its counsel in good faithSeller, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed and which consent shall be deemed to have been given unless the Seller shall have objected within 20 thirty (30) days after a written request therefor for such consent by Buyer)the Purchaser, no settlement or if Seller resolution of any such claim with any third-party claimant shall have been determined to have unreasonably withheld, conditioned, be determinative of the existence of or delayed its consent to the amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity Person with respect to such settlement or resolution.

Third Party Claims. In the event that ▇▇▇▇▇ becomes aware If any action shall be brought against any Purchaser in respect of which indemnity may be sought pursuant to this Agreement (a Third-Party Claim that Buyer in good faith believes may result in a claim for Losses by or on behalf of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct the defense of such Third-“Third Party Claim. Buyer ”), such Purchaser shall be entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of promptly notify Seller in writing (a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees“Claims Notice”), and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies assume the defense thereof with counsel of all pleadings, notices, and communications with respect to such Third-Party Claim its own choosing reasonably acceptable to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller Purchaser. Any Purchaser shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide employ separate counsel in any such copies action and participate in the defense thereof, but the fees and expenses of such counsel shall not relieve Seller or Seller Parent be at the expense of any obligation or liability to the Indemnified Party, such Purchaser except to the extent that (i) the employment thereof has been specifically authorized by the Seller demonstrates that it is materially in writing, (ii) the Seller has failed within ten (10) days after the Claims Notice to assume such defense and adversely affected thereby. Unless otherwise consented to employ counsel or (iii) in writing such action there is, in advance by Buyer in its sole discretionthe reasonable opinion of counsel, a material conflict on any material issue between the position of the Seller and its respective Affiliates may not participate the position of such Purchaser, in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with which case the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including be responsible for the reasonable opportunity fees and expenses of no more than one such separate counsel. The Seller will not be liable to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of Purchaser under this Agreement (y) for any settlement or resolution by Buyer of any such claim (a Purchaser effected without the Seller’s prior written consent, which consent shall not be unreasonably withheldwithheld or delayed; or (z) to the extent, conditionedbut only to the extent that a loss, claim, damage or delayed and which consent liability is attributable to any Purchaser’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser in this Agreement. The indemnification required by this Section 8 shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor made by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party Purchaser against the Indemnification Holdback Fund for indemnity with respect Seller or others and any liabilities the Seller may be subject to such settlement or resolutionpursuant to law.

Third Party Claims. (i) In the event that ▇▇▇▇▇ BackWeb Parent becomes aware of a Third-Party Claim that Buyer in good faith third party claim which BackWeb Parent believes may result in a claim for Losses by or on behalf demand against the Escrow Fund, BackWeb Parent shall notify the Agent of an Indemnified Partysuch claim, Buyer and the Agent and the Holders in Escrow shall have the right be entitled, at their expense, to participate in its sole discretion to determine and conduct the any defense of such Third-Party Claimclaim. Buyer BackWeb Parent shall be entitled consult with the Agent prior to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without any such claim and discuss with the consent of Agent in good faith any input regarding the relevant Indemnifying Party shall not impose criminal liability or damagesclaim and potential settlement the Agent may have prior to any settlement. The costs and expenses incurred by the Indemnified Parties in connection with defenseAfter such consultation, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller BackWeb Parent shall have the right to receive copies settle any such claim; provided, however, that except with the consent of all pleadingsthe Agent (which shall not be unreasonably withheld), notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies no settlement of any written correspondence from a Tax Authority and such claim with third-party claimants shall alone be determinative of the failure to provide any such copies shall not relieve Seller or Seller Parent amount of any obligation or liability to claim against the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party ClaimEscrow Fund. In the event that Seller the Agent has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheldsettlement, conditioned, or delayed and which consent shall be deemed to have been given unless Seller the Agent shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any no power or authority to object under any provision of this Article VII to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party BackWeb Parent against the Indemnification Holdback Escrow Fund for indemnity with respect to such settlement settlement. (ii) If any claim is asserted against BackWeb Parent or resolutionits affiliates that the use of HeadLiner software by Lanacom, BackWeb Parent or any of their licensed customers infringes or otherwise violates the copyright (or author's and moral rights) of a third party in any content located on a Website accessed by such software, then BackWeb Parent shall use its commercially reasonable efforts to obtain permission or a license from the owner or holder of such copyright (or author's and moral right) to allow the software to access such content. In the event that such permission or license is not granted, BackWeb Parent agrees that it shall to the extent commercially reasonable (i) de-list the relevant Website(s) from the software's directory list, (ii) stop using the software to access the relevant Website(s) and/or (iii) prevent its licensed customers from accessing such Websites. Such efforts could include without limitation (to the extent commercially reasonable) notifying licensed customers of prohibited Websites and making minor modifications to the software to prevent such access. BackWeb Parent agrees that it will consult with Founder in respect of such copyright issues as they arise and will attempt to the extent commercially reasonable to settle any litigation commenced by such parties regarding such issues as efficiently as possible in light of the circumstances.

Third Party Claims. (i) If any third party shall notify Parent or its affiliates hereto with respect to any matter (hereinafter referred to as a "Third Party Claim"), which may give rise to a claim by Parent against the Escrow Fund, then Parent shall give notice to the Securityholder Agents within 30 days of Parent becoming aware of any such Third Party Claim or of facts upon which any such Third Party Claim will be based (but in all events, at least five business days prior to the date that an answer to such Third Party Claim is due to be filed) setting forth such material information with respect to the Third Party Claim as is reasonably available to Parent; provided, however, that no delay or failure -------- ------- on the part of Parent in notifying the Securityholder Agents shall relieve the Securityholder Agents and the Company shareholders from any obligation hereunder unless the Securityholder Agents and the Company shareholders are thereby materially prejudiced (and then solely to the extent of such prejudice). The Securityholder Agents and the Company shareholders shall not be liable for any attorneys fees and expenses incurred by Parent prior to Parent's giving notice to the Securityholder Agents of a Third Party Claim. The notice from Parent to the Securityholder Agents shall set forth such material information with respect to the Third Party Claim as is then reasonably available to Parent. (ii) In case any Third Party Claim is asserted against Parent or its affiliates, and Parent notifies the Securityholder Agents thereof pursuant to Section 8.2(i)(a) hereinabove, the Securityholder Agents and the Company shareholders will be entitled, if the Securityholder Agents so elect by written notice delivered to Parent within 30 days after receiving Parent's notice, to assume the defense thereof, at the expense of the Company shareholders independent of the Escrow Fund, with counsel reasonably satisfactory to Parent, so long as: (A) Parent has reasonably determined that Losses which may be incurred as a result of the Third Party Claim do not exceed either individually, or when aggregated with all other Third Party Claims, the total dollar value of the Escrow Fund determined in accordance with Section 8.2(d)(ii) hereof; (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief; and (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of Parent, likely to establish a precedential custom or practice materially adverse to the continuing business interests of Parent. If the Securityholder Agents and the Company shareholders so assume any such defense, the Securityholder Agents and the Company shareholders shall conduct the defense of the Third Party Claim actively and diligently. The Securityholder Agents and the Company shareholders shall not compromise or settle such Third Party Claim or consent to entry of any judgment in respect thereof without the prior written consent of Parent and/or its affiliates, as applicable. (iii) In the event that ▇▇▇▇▇ becomes aware of a Third-Party Claim that Buyer in good faith believes may result in a claim for Losses by or on behalf of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct Securityholder Agents assume the defense of such Third-the Third Party Claim in accordance with Section 8.2(i)(ii) above, Parent or its affiliates may retain separate counsel and participate in the defense of the Third Party Claim. Buyer , but the fees and expenses of such counsel shall be entitled at the expense of Parent unless Parent or its affiliates shall reasonably determine that there is a material conflict of interest between or among Parent or its affiliates and the Securityholder Agents and the Company shareholders with respect to settle such Third-Third Party Claim, in which case the reasonable fees and expenses of such counsel will be borne by the Securityholder Agents and the Company shareholders out of the Escrow Fund. Parent or its affiliates will not 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 Indemnifying Party; provided that any settlement Securityholder Agents. Parent will cooperate in the defense of a Third-the Third Party Claim without and will provide full access to documents, assets, properties, books and records reasonably requested by Securityholder Agents and material to the consent claim and will make available all officers, directors and employees reasonably requested by Securityholder Agents for investigation, depositions and trial. (iv) In the event that the Securityholder Agents fail or elect not to assume the defense of Parent or its affiliates against such Third Party Claim, which Securityholder Agents had the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled right to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification assume under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of8.2(i)(ii) above, resulted from, Parent or was in connection with a matter listed in Section 7.2. Seller its affiliates shall have the right to receive copies of all pleadings, notices, undertake the defense and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies Parent shall not relieve Seller compromise or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-settle such Third Party Claim or consent to entry of any action related judgment in respect thereof without the prior written consent of Securityholder Agents. In the event that the Securityholder Agents are not entitled to assume the defense of Parent or its affiliates against such Third-Third Party Claim (including any discussions pursuant to Section 8.2(i)(ii) above, Parent or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller its affiliates shall have the right to have their reasonable comments and feedback undertake the defense, consent to the entry of any judgment or enter into any settlement with respect to the conduct Third Party Claim in any manner it may deem appropriate (and Parent or its affiliates need not consult with, or obtain any consent from, the Securityholder Agents in connection therewith); provided, however, that except with the written consent of the defense of any Third-Party Claim considered by Buyer or its counsel in good faithSecurityholder -------- ------- Agents, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any no settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount entry of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity judgment with respect to such settlement Third Party Claim shall alone be determinative of the validity of the claim against the Escrow Fund. In each case, Parent or resolutionits affiliates shall conduct the defense of the Third Party Claim actively and diligently, and the Securityholder Agents will cooperate with Parent or its affiliates, and will use its best efforts to cause the Company's shareholders, to cooperate in the defense of that claim and will provide full access to documents, assets, properties, books and records reasonably requested by Parent and material to the claim and will make available all individuals reasonably requested by Parent for investigation, depositions and trial.

Third Party Claims. In the event that (a) If a claim by a third party (a “Third-Party Claim”) is made against Parent arising out of a matter which will result in a Parent Loss pursuant to Section 2.02, Parent and ▇▇▇▇▇▇▇ becomes aware shall promptly notify RGGPLS in writing (in reasonable detail) of such claim promptly after receipt of such claim. The failure to promptly notify RGGPLS hereunder shall not impair the payment by the Escrow Agent of Escrowed Funds to the Parent Indemnified Stockholders pursuant to Article IV, except to the extent that RGGPLS is actually and materially prejudiced by such failure (except that Parent Losses shall not include any expenses that were incurred during the period in which Parent or ▇▇▇▇▇▇▇ failed to give such notice). Thereafter, Parent shall deliver to RGGPLS, within 5 Business Days’ time after receipt thereof, copies of all notices and documents (including court papers) received relating to such Third Party Claim. (b) RGGPLS shall be entitled to participate in the defense of a Third-Party Claim Claim, through its counsel, at its own expense; provided, however, that Buyer in good faith believes may result in a claim Parent shall be liable for Losses by or on behalf the reasonable fees and expenses of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct RGGPLS’ counsel if RGGPLS reasonably determines that the defense of such Third-Party Claim will involve a conflict of interest between Parent and RGGPLS. If RGGPLS so chooses, it may assume the defense of such Third Party Claim, and in such case Parent shall be liable for the reasonable fees and expenses of RGGPLS’ counsel. (c) With respect to any Third Party Claim, Parent shall cooperate with RGGPLS in the defense and prosecution of such Third Party Claim, including by providing records and information that RGGPLS reasonably determines is relevant to such Third-Party Claim. Buyer Parent shall be entitled to not settle such or compromise any Third-Party Claim without the prior written consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionRGGPLS.

Third Party Claims. In the event that ▇▇▇▇▇ Purchaser becomes aware of a Thirdthird-Party Claim that Buyer in good faith party claim which Purchaser believes may result in a claim for Losses indemnification pursuant to this ARTICLE 9 by or on behalf of an Indemnified PartyPerson, Buyer Purchaser shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled and to settle or resolve any such Third-Party Claim without claim (and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties Purchaser in connection with such defense, enforcement, settlement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, fees and court or arbitration costs) shall be included in the Losses Indemnifiable Damages for which Buyer shall be entitled to receive Purchaser may seek indemnification pursuant to an Indemnification Claim a claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2). Seller The Company Shareholder shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Thirdthe third-Party Claim party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson and shall be entitled, subject at its expense, to execution by Seller participate in, but not to determine or conduct, any defense of Buyer’s (and, if required, such third party’s) standard nonthe third-disclosure agreement to the extent that such materials contain confidential party claim or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or settlement negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct third-party claim. However, except with the consent of the defense of any Third-Party Claim considered by Buyer or its counsel in good faithCompany Shareholder, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed and which consent shall be deemed to have been given unless Seller the Company Shareholder shall have objected within 20 15 days after a written request therefor for such consent by Buyer)Purchaser, no settlement or if Seller resolution by Purchaser of any claim that gives rise to a claim by or on behalf of an Indemnified Person shall have been determined to have unreasonably withheld, conditioned, be determinative of the existence of or delayed its consent to the amount of Indemnifiable Damages relating to such matter. In the event that the Company Shareholder has consented to any such settlement or resolution, Seller the Company Shareholder shall not have any power or authority to object under Section 9.5 or any other provision of this Article VII ARTICLE 9 to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund Persons for indemnity with respect to and in accordance with such consented settlement or resolution.

Third Party Claims. 12.1 SWISSRAY shall indemnify, hold harmless and defend HMSA, its parents, subsidiaries and affiliates and its and their officers, directors, agents, employees and each of their successors and assigns (the "HMSA Indemnified Parties") from and against or, in SWISSRAY's sole absolute discretion, shall settle, any and all third-party claim, loss, liability, cost, damage and expense including, without limitation, reasonable attorneys' fees, with respect to which HMSA or the HMSA Indemnified Parties may suffer (collectively, "Losses") arising out of (1) alleged product liability solely in connection with the design or manufacture of the Products; (2) SWISSRAY's material breach of this Agreement by act or omission of SWISSRAY, its employees, agents, or contractors, or otherwise; and (3) alleged infringement of any patent, copyright, trademark, trade secret or other intellectual property right solely in connection with the design or manufacture of the PRODUCTS (collectively, "Patent Claims"), provided that, SWISSRAY shall have no obligation for Losses for Patent Claims if PRODUCTS that are the subject of any Patent Claims have been altered or modified by HMSA or its customers or have been combined by HMSA with any other product or have been made to HMSA's specifications or custom made at HMSA's request. 12.1.1 Notwithstanding anything to the contrary in this Agreement SWISSRAY's liability for Losses indemnified under 12.1(2) (but not under 12.1(1) or 12.1(3)) shall be limited to the actual purchase price paid by HMSA's customer for Spare Parts or PRODUCTS with respect to which such claim for Losses is made. 12.1.2 In the event a claim is made against SWISSRAY that ▇▇▇▇▇ becomes aware PRODUCT or Spare Parts infringe the intellectual property rights of any third party, SWISSRAY may at its option (a) obtain a Thirdlicense for HMSA and its customers to continue to use or to sell the infringing PRODUCT; or (b) replace or modify the PRODUCT so that it performs substantially in accordance with its specifications and avoids the alleged infringement. Moreover, SWISSRAY may cancel all orders for PRODUCT or Spare Parts effected by such Patent Claim and, in such event, HMSA shall use commercially reasonable efforts to mitigate its damages. HMSA acknowledges and agrees that SWISSRAY's liability for cancelling orders for PRODUCT or Spare Parts pursuant to this section 12.1.2 shall be limited to the purchase price that would have been paid by HMSA's customer for such cancelled PRODUCTS or Spare Parts. 12.2 HMSA shall indemnify, hold harmless and defend SWISSRAY and its parents, subsidiaries and affiliates and its and their officers, directors, agents, employees and each of their successors and assigns (the "SWISSRAY Indemnified Parties") from and against or, in HMSA's sole absolute discretion, shall settle, any and all third-Party Claim that Buyer party claim, loss, liability, cost, damage and expense, including, without limitation, reasonable attorneys' fees, which SWISSRAY or the SWISSRAY Indemnified Parties may suffer arising out of (1) any act or omission of HMSA, its employees, agents or contractors in good faith believes connection with the satisfaction of HMSA's obligations under this Agreement; and (2) HMSA's material breach of this Agreement, including its obligations described in Exhibit C. 12.3 The indemnifications set forth above are conditioned upon HMSA or SWISSRAY, as the case may result in be, giving the other party prompt notice if its receipt of a claim for Losses by or on behalf which indemnification is sought hereunder. The indemnified party shall, at no out-of-pocket expense to the indemnifying party, cooperate with the indemnifying party in respect of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claimmatter. Buyer The indemnified party shall be entitled have the right, without affecting its indemnity hereunder, to participate in the administration, defense or settlement of any such matter at its own expense and with counsel of its own choosing. The indemnifying party shall not settle such Third-Party Claim any claim indemnified hereunder without the written consent of the Indemnifying Party; provided that any settlement of indemnified party unless the indemnified party is given a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs full and expenses incurred by the Indemnified Parties unconditional release in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller matter. 12.4 The provisions of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to this section 12 shall survive the extent that such materials contain confidential expiration or proprietary information, except that, in the case earlier termination of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionAgreement.

Third Party Claims. In the event that ▇▇▇▇▇ Purchaser becomes aware of a claim by a third party that would result in Indemnifiable Damages under Section 9.2 if it were assumed that such claim was ultimately determined in favor of such third party (a “Third-Party Claim that Buyer in good faith believes may result in a claim for Losses by or on behalf of an Indemnified PartyClaim”), Buyer Purchaser shall have the right in its sole discretion to determine and conduct the defense of and to settle or resolve such Third-Party Claim. Buyer shall be entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneysEquityholders’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller Representative shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not adversely affect any privilege relating to any Indemnified PartyPerson (and in such event, subject Purchaser shall cooperate in good faith with the Equityholders’ Representative to execution by Seller of Buyer’s (and, if required, provide such third party’s) standard non-disclosure agreement information to the extent Equityholders’ Representative in a manner that does not adversely affect such materials contain confidential applicable privilege, including by entering into joint defense agreements or proprietary informationsimilar arrangements). However, except that, in the case of a Tax Contest, Seller Purchaser shall only have the right in its sole discretion to receive copies determine and conduct the defense of any written correspondence from a Tax Authority Third-Party Claim and the failure to provide any settlement, adjustment or compromise of such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected therebyThird-Party Claim. Unless otherwise consented to in writing in advance by Buyer Purchaser in its sole discretion, Seller the Equityholders’ Representative and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller the Equityholders’ Representative has consented to the amount of any settlement or resolution by Buyer Purchaser of any such claim (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed and which consent shall be deemed to have been given unless Seller the Equityholders’ Representative shall have objected within 20 30 days after a written request therefor by BuyerPurchaser), or if Seller the Equityholders’ Representative shall have been judicially determined to have unreasonably withheld, conditioned, conditioned or delayed its consent to the amount of any such settlement or resolution, Seller neither the Equityholders’ Representative nor any Selling Securityholder shall not have any power or authority to object under this Article VII IX to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party Person against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolution. Notwithstanding anything to the contrary contained herein, the Equityholders’ Representative shall not be entitled to object to a claim for Indemnifiable Damages incurred by an Indemnified Person in connection with the defense, enforcement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) of a Third-Party Claim on the basis that there has been no ultimate determination (including a judgment of a court or a finding of an arbitral body) with respect to such Third-Party Claim. Notwithstanding the foregoing, to the extent that this Section 9.8 conflicts with the provisions of Section 6.12(e) with respect to Tax Claims, Section 6.12(e) will apply to the conduct of Tax Claims.

Third Party Claims. In 6.1 The Buyer shall, and shall procure that each Group Company shall notify the Seller of any claim, potential claim, matter or event that ▇▇▇▇▇ against the relevant Group Company which might constitute a breach of any of the Warranties (other than a claim under the Taxation Warranties which shall be dealt with under Schedule 2 of the Taxation Deed) or otherwise give rise to a Relevant Claim (a “Third Party Claim”) as soon as is reasonably practicable following receipt of such claim. The Buyer or the relevant Group Company shall retain the conduct or any negotiations, proceedings, settlement or appeals relating to the Third Party Claim but shall consult with the Seller in respect of such matters. 6.2 If the Buyer becomes aware of a Third-any Third Party Claim Claim, the Buyer shall, and shall procure that Buyer each relevant Group Company: 6.2.1 as soon as reasonably practicable and in good faith believes may result in a claim for Losses by or on behalf any event within 14 days of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct the defense becoming so aware give notice of such Third-Party Claim. Buyer shall be entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Third Party Claim to the extent that receipt Seller and consult with the Seller in respect of such documents does not affect any privilege relating Third Party; 6.2.2 if so requested by the Seller by no later than 5 Business Days of being so notified, take all reasonable steps or proceedings as the Seller may reasonably consider necessary at the Seller’s expense in order to any Indemnified Partymitigate, subject to execution by Seller of Buyer’s (andavoid, if requiredresist, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential appeal, dispute, contest, remedy, compromise or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide defend any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Third Party Claim or enforce against any action related person (other than the Seller) the rights of the relevant Group Company and the Buyer in relation to such Third-the matter the subject of the Third Party Claim subject to the Buyer or relevant Group Company (as appropriate) being indemnified by the Seller to the Buyer’s reasonable satisfaction against all costs, damages and expenses incurred in connection with the Third Party Claim; 6.2.3 promptly provide to the Seller or their duly authorised representative copies of information reasonably required by the Seller (save for information that is privileged) and access to staff (but without any obligation to provide access to the premises of the Buyer’s Group or the Group) to provide information reasonably required by the Seller; 6.2.4 keep the Seller informed of the progress of any Third Party Claim (including any discussions proposed settlement, compromise or negotiations in connection admission of liability) and provide the Seller with copies of all material correspondence relating to it; and 6.2.5 save with the settlementSeller’s prior written consent (such consent not to be unreasonably withheld or delayed) not to admit liability in respect of, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of or settle, any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Third Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. In If a claim shall be asserted or litigation shall be commenced (such a claim or litigation being referred to herein as a “Third-Party Claim”) for which indemnification under this Agreement shall be sought, the event that ▇▇▇▇▇ becomes aware party entitled to indemnification hereunder (“Indemnitee”) shall give notice thereof to the party required to indemnify such party hereunder (“Indemnitor”) as promptly as practicable after Indemnitee’s receipt of such assertion of a claim or the commencement of such litigation (it being agreed, however, that no delay on the part of the Indemnitee in notifying the Indemnitor of the Third-Party Claim will relieve the Indemnitor from any obligation under this Agreement except to the extent that Buyer in good faith believes may result in a claim for Losses by or on behalf of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct delay materially prejudices the defense of the Third-Party Claim by the Indemnitor). Indemnitor may, at its sole cost and expense, upon written notice given to Indemnitee within twenty (20) days after its receipt of Indemnitee’s notice under this Section 5, assume the defense, with counsel reasonably satisfactory to Indemnitee, of any such Third-Party Claim. Buyer shall be entitled to settle If Indemnitor assumes the defense of any such Third-Party Claim without Claim, the consent obligations of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect Indemnitor hereunder as to such Third-Party Claim shall be limited to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, taking all steps necessary in the case of a Tax Contestdefense or settlement thereof and to holding Indemnitee harmless from, Seller shall only have the right to receive copies against and in respect of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller all Losses caused by or Seller Parent arising out of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance settlement approved by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim Indemnitor or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made judgment in connection with such Third-Party Claim. In Except with the event that Seller has consented to the amount prior written consent of any settlement or resolution by Buyer of any such claim (which consent Indemnitee, Indemnitor shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the settlement or entry of any judgment arising from any such Third-Party Claim which in each case does not include as an unconditional term thereof the giving by the claimant or plaintiff, as the case may be, to Indemnitee of an unconditional release from all liability in respect thereof unless Indemnitor has actually paid the full amount of any such settlement or resolutionjudgment. Indemnitee shall cooperate with Indemnitor as necessary to the conduct of the defense of, Seller and shall be entitled to receive copies of all pleadings and other material papers in connection with, any Third-Party Claim. If Indemnitor does not assume the defense of any Third-Party Claim, Indemnitee may defend the same in such manner as it may deem appropriate, including but not limited to settling such Third-Party Claim, after giving reasonable notice of the same to Indemnitor, on such terms as Indemnitee may deem appropriate, and Indemnitor will promptly reimburse Indemnitee in accordance with the provisions of this Section 5, subject to its having liability hereunder. Anything contained in this Section 5 to the contrary notwithstanding: (i) Indemnitor shall not be entitled to assume the defense of any Third-Party Claim if the Third-Party Claim seeks an order, injunction or other equitable relief against Indemnitee which, if successful, might materially interfere with, or adversely affect, the operation by Indemnitee of its business; and (ii) Indemnitee may defend any claim to which Indemnitee may have any power a defense or authority counterclaim which Indemnitor is not entitled to object under this Article VII assert, to the amount of any Indemnification Claim by extent necessary to assert and maintain such defense or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutioncounterclaim.

Third Party Claims. In the event that ▇▇▇▇▇ becomes aware of a Third-Party Claim that If any claim by an Indemnified Buyer in good faith believes may result in Entity relates to a claim for Losses against the Indemnified Buyer Entity by a third party, the Seller may elect at any time to negotiate a settlement of such claim or on behalf to defend such claim at the Seller's own cost (subject to the last sentence of this Section 11.5.3(b)) and with its own counsel. The Seller's counsel must be satisfactory to the Indemnified Buyer Entity in its reasonable discretion. If, within 30 days after an Indemnified PartyBuyer Entity gives the Seller a Claim Notice relating to a third party claim, the Seller (i) advises the Indemnified Buyer Entity in writing that the Seller will not defend or settle such claim, or (ii) fails to make such an election in writing, the Indemnified Buyer Entity may defend, settle, or pay the claim. Until the Seller makes an election under this Section 11.5.3(b), all of the Indemnified Buyer Entity's reasonable costs relating to such claim will be Damages to be indemnified by the Seller. Each party shall have give the right in its sole discretion other party such assistance as may reasonably be requested to determine and conduct ensure the proper defense of such Third-Party Claimclaim. If the Seller elects to defend such claim, the Indemnified Buyer Entity may at its own cost participate in such defense with the counsel of its choice. Such counsel must be satisfactory to the Seller in its reasonable discretion. Notwithstanding the above, the Seller shall be entitled allow the Indemnified Buyer Entity to assume part or all of such claim if the Indemnified Buyer Entity reasonably believes such assumption is necessary to assure that (i) it may enforce any Mortgage Loan or Servicing Rights, (ii) its method of conducting its business is not materially impaired, (iii) its authority to Service or originate mortgage loans is not materially impaired, or (iv) its reputation, goodwill and/or financial condition are not materially impaired. Neither the Seller nor the Indemnified Buyer Entity is authorized to settle such Third-Party Claim or dispose of a claim of more than $5,000 without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defenseother party's written consent, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. (a) In the event that ▇▇▇▇▇ Acquiror becomes aware of a Thirdthird-Party Claim that Buyer in good faith party claim which Acquiror believes may result in a demand against the Escrow Fund, Acquiror shall promptly notify the Shareholders' Agent of such claim; provided, however, that no delay in notifying the Shareholders' Agent shall affect the rights of any Indemnified Person to indemnification hereunder unless (and then solely to the extent that) the interests of Target shareholders and option holders in the Escrow Fund are prejudiced or damaged thereby. By written notice to Acquiror within twenty (20) days after delivery of notice of such a claim, the Shareholders' Agent and the Target shareholders for whom shares of Acquiror Common Stock otherwise issuable to them are deposited in the Escrow Fund shall be entitled, at their expense, to participate in any defense of such claim for Losses by or on behalf Acquiror, which (subject to the provisions of an Indemnified Party, Buyer Section 8.7(b) with respect to -------------- certain third-party claims) shall direct the defense and settlement of such claims. Acquiror shall have the right in its sole discretion to determine and conduct settle any such claim; provided, however, that Acquiror may not effect the defense settlement of any such Third-Party Claim. Buyer shall be entitled to settle such Third-Party Claim claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defenseShareholders' Agent, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld. In the event that the Shareholders' Agent has consented to any such settlement, conditioned, or delayed and which consent shall be deemed to have been given unless Seller the Shareholders' Agent shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any no power or authority to object under Section 8.5 or any other provision of this Article VII ----------- ------- VIII to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party Acquiror against the Indemnification Holdback Escrow Fund for ---- indemnity with respect to such settlement. (b) Except in the case of claims for equitable relief and claims for money damages which may exceed the amounts then remaining and available in the Escrow Fund for indemnification under this Article VIII, the Shareholders' Agent ------------- shall be entitled to assume the defense of such claim, by written notice to Acquiror within twenty (20) days after delivery of notice of a third-party claim pursuant to Section 8.7(a). If the Shareholders' Agent Assumes the defense of --------------- such a claim, (i) the Shareholders' Agent shall defend the Indemnified person against the matter with counsel reasonably satisfactory to the Indemnified Person; (ii) the Indemnified Person may retain separate co-counsel at its sole cost and expense (except that the Shareholders' Agent shall be responsible for the fees and expenses of the separate co-counsel to the extent that the counsel the Shareholders' Agent has selected has a conflict of interest); (iii) the Indemnified Person 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 Shareholders' Agent (not to be withheld unreasonably); and (iv) the Shareholders' Agent will not consent to the entry of any judgment with respect to the matter, or resolutionenter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases Acquiror and the Indemnified Person from all liability with respect thereto, without the written consent of Acquiror and the Indemnified Person. In the event the Shareholders' Agent does not timely assume the defense of such third-party claim as provided herein, then Acquiror and the Indemnified Person may defend against, or enter into any settlement with respect to, the matter in any manner they reasonably may deem appropriate. At any time after commencement of any such action, the Shareholders' Agent may request an Indemnified Person to accept a bona fide offer from the other parties to the action for a monetary settlement payable solely by Target shareholders and option holders (which does not burden or restrict the Acquiror or Indemnified Person nor otherwise prejudice the Acquiror or Indemnified Person) whereupon such settlement shall be accepted unless the Acquiror or Indemnified Person determines that the dispute should be continued. In the event such settlement is rejected by the Acquiror or Indemnified Person, Target shareholders and option holders 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 Acquiror or Indemnified Person is liable with respect to such action and, if the settlement offer represents the lesser amount of liability for the Acquiror or Indemnified Person (but does not burden or restrict the Acquiror or Indemnified Person nor otherwise prejudice the Acquiror or Indemnified Person), the Shareholders' Agent shall be entitled to reimbursement of all costs and legal fees incurred in connection with the applicable matter after the date of rejection of such settlement by the Acquiror or Indemnified Person. The party controlling the defense of any third party claim shall deliver, or cause to 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 third party claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to the third party claim.

Third Party Claims. In the event that ▇▇▇▇▇ Acquirer becomes aware of a Thirdthird-Party Claim that Buyer party claim which Acquirer in good faith believes may result in a claim for Losses indemnification under this Article 8 by or on behalf of an Indemnified PartyPerson, Buyer Acquirer shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled and to settle or resolve any such Third-Party Claim without claim (and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties Acquirer in connection with such defense, enforcement, settlement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, fees and court or arbitration costs) shall be included in the Losses Indemnifiable Damages for which Buyer shall be entitled to receive Acquirer may seek indemnification pursuant to an Indemnification Claim a claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2). Seller The Effective Time Holders’ Agent shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Thirdthe third-Party Claim party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson and shall be entitled, subject at its expense, to execution by Seller participate in, but not to determine or conduct, any defense of Buyer’s (and, if required, such third party’s) standard nonthe third-disclosure agreement to the extent that such materials contain confidential party claim or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or settlement negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct third-party claim. However, except with the consent of the defense of any Third-Party Claim considered by Buyer or its counsel in good faithEffective Time Holders’ Agent, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed and which consent shall be deemed to have been given unless Seller the Effective Time Holders’ Agent shall have objected within 20 days fifteen (15) Business Days after a written request therefor for such consent by Buyer)Acquirer, no settlement or if Seller resolution by Acquirer of any claim that gives rise to a claim against the Escrow Fund by or on behalf of an Indemnified Person shall have been determined to have unreasonably withheld, conditioned, be determinative of the existence of or delayed its consent to the amount of Indemnifiable Damages relating to such matter. In the event that the Effective Time Holders’ Agent has consented to any such settlement or resolution, Seller neither the Effective Time Holders’ Agent nor any Effective Time Holder shall not have any power or authority to object under Section 8.5 or any other provision of this Article VII 8 to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party Person against the Indemnification Holdback Escrow Fund or otherwise for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that ▇▇▇▇▇ becomes aware (i) All claims for indemnification made under this ARTICLE X resulting from, related to or arising out of a Thirdthird-party claim against a Buyer Indemnified Party Claim that Buyer shall be made in good faith believes may result in a claim for Losses by or on behalf of an Indemnified Party, Buyer shall have accordance with the right in its sole discretion to determine and conduct the defense of such Third-Party Claimfollowing procedures. Buyer shall be entitled give prompt written notification to settle such Third-Seller (a “Third Party Claim without the consent Notice”) of the Indemnifying Partycommencement of any action, suit or proceeding relating to a third party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a third party; provided provided, however, that the failure to provide such notice shall not release Seller from any settlement of a Third-obligations under ARTICLE X except to the extent Seller is materially prejudiced by such failure. Such Third Party Claim without Notice shall include a description in reasonable detail (to the consent extent known by such Buyer Indemnified Party) of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs facts constituting the basis for such third party claim and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in amount of the Losses for which Buyer shall be entitled claimed, if known and quantifiable (the “Third Party Claim Amount”). (ii) Except with respect to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject third party claims that may give rise to indemnification under Section 7.2 regardless 10.1(d), which shall be governed by Section 10.2(a)(iii), within thirty (30) days after delivery of whether such Third Party Claim Notice, Seller may, upon written notice thereof to the Buyer and such Buyer Indemnified Party, assume control of the defense (so long as it is ultimately determined acting in good faith) of such action, suit, proceeding or claim with counsel reasonably satisfactory to Buyer; provided, that, prior to Seller assuming control of such defense, it shall first verify to Buyer and the Buyer Indemnified Party in writing that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have be fully responsible (with no reservation of rights but subject to the right limitations contained in Sections 10.4 and 10.5) for all Losses relating to receive copies of all pleadings, notices, such Claim for indemnification and communications that Seller shall provide full indemnification hereunder to the Buyer Indemnified Party with respect to such Third-Claim for indemnification. If Seller does not assume control of such defense, Buyer shall control such defense. The party not controlling such defense may participate therein at its own expense; provided that if Seller assumes control of such defense and Buyer reasonably concludes, based on advice from counsel, that the Buyer Indemnified Party Claim and Seller have conflicting interests with respect to such action, suit, proceeding or claim, the reasonable fees and expenses of counsel to such Buyer Indemnified Party solely in connection therewith shall be considered “Losses” for purposes of this Agreement; provided, however, that in no event shall Seller be responsible for the fees and expenses of more than one (1) counsel for all Buyer Indemnified Parties. Buyer shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of Seller. Seller shall not agree to any settlement of such action, suit, proceeding or claim that does not include a complete release of Buyer and all Buyer Indemnified Parties from all liability with respect thereto or that imposes any liability or obligation on Buyer or the Buyer Indemnified Party without the prior written consent of the Buyer Indemnified Party. In the event Seller does not exercise its right to conduct the defense against any such third party claim, Seller shall cooperate with Buyer in such defense and make available to the extent that receipt of such documents does not affect any privilege relating to any Buyer Indemnified Party, subject all such witnesses, records, materials and information in Seller’s actual possession or under Seller’s direct control relating thereto as is reasonably required by the Buyer Indemnified Party. (iii) With respect to execution third party claims that may give rise to indemnification under Section 10.1(d) (“PL Claims”), Buyer shall retain control of the defense (so long as it is acting in good faith) of such action, suit, proceeding or claim; provided that if Buyer elects to offer, and Seller accepts, the control of such defense to Seller, such defense shall be handled in accordance with Section 10.2(a)(ii) above. Seller may participate therein at its own expense. Until the amounts related to the PL Claims that are determined on the Final Valuation Date are paid in accordance with Section 2.7(b), Buyer shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed; it being understood and agreed that following such date, Buyer shall not be obligated to obtain Seller’s consent prior to any such settlement. Each party shall cooperate with the other party in such defense and make available to the other party, all such witnesses, records, materials and information in such party’s actual possession or under such party’s direct control relating thereto as is reasonably required by the other party. In furtherance of this Section 10.2(a)(iii), Buyer agrees: (A) to create a joint litigation committee comprised of 3 individuals: 2 members designated by Buyer and 1 member designated by Seller (provided that each of Buyer and Seller shall have a right to designate an alternate member of the committee in the event that the applicable designee is not available to attend any meeting of the committee) for the purpose of providing Seller a meaningful opportunity to (x) ask questions and understand Buyer’s strategy regarding the PL Claims and (y) provide input for Buyer’s consideration with respect to settlement proposals and other significant strategic decisions relating to the PL Claims and (B) that the joint litigation committee shall be provided periodic updates on significant developments and upcoming settlement proposals and strategic decisions, such updates to be provided (x) with reasonable advance notice so as to provide Seller the reasonable opportunity to consider such developments, proposals and decisions and to provide timely feedback to Buyer in advance of Buyer’s decisions and (andy) if reasonably requested by Seller, if required, such third party’s) standard non-disclosure agreement in person with a reasonable opportunity to hear directly from Buyer’s counsel or other relevant consultants. Notwithstanding anything to the extent that such materials contain confidential or proprietary informationcontrary in this Agreement, except that, in the case of a Tax Contest, Seller shall only have the (1) Buyer’s right to receive copies indemnification under this ARTICLE X shall not be diminished or otherwise affected by any action of any written correspondence from a Tax Authority and the or failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance act by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlementmatters referred to in the preceding sentence (it being acknowledged and agreed that this clause (1) shall not relieve Buyer of liability for its breach of the preceding sentence), adjustment and (2) no such action or compromise thereoffailure to act shall be construed as a breach of or failure to perform any of Buyer’s obligations under Section 10.5(b); provided . Seller hereby agrees that Seller shall have time is of the right to have their reasonable comments and feedback essence with respect to the conduct of this Section 10.2(a)(iii). (iv) The party controlling the defense of any Third-Party Claim considered a third party claim shall keep the other party reasonably advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity other party with respect to such settlement or resolutionthereto.

Third Party Claims. In the event that ▇▇▇▇▇ McAfee becomes aware of a Thirdthird-Party Claim that Buyer in good faith party claim which McAfee believes may result in a claim for Losses by or on behalf of an Indemnified Partydemand against the Escrow Fund, Buyer McAfee shall have promptly notify the right in its sole discretion to determine and conduct the defense Shareholders' Agent of such Third-Party Claimclaim. Buyer shall be entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller McAfee shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect settle any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection claim with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct written consent of the defense of any Third-Party Claim considered by Buyer or its counsel in good faithShareholders' Agent, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed . In the event that the Shareholders' Agent have consented to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolutionsettlement, Seller the Shareholders shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party McAfee against the Indemnification Holdback Escrow Fund for indemnity with respect to such settlement settlement. If any proceeding is commenced, or resolution.if any claim, demand or assessment is asserted, in respect of which a claim for indemnification is or might be made against the Escrow Fund based on matters other than (i) SHBV Intellectual Property Rights or (ii) claims made by customers of McAfee, SHBV or McAfee Nederland, the Shareholders may, at their option, contest or defend any such action, proceeding, claim, demand or assessment, with counsel selected by the Shareholders who is reasonably acceptable to McAfee; provided, however, that if McAfee shall reasonably object to such control, then the Shareholders and McAfee shall cooperate in the defense of such matter; provided further, that the Shareholders shall not admit any liability with respect thereto or settle, compromise, pay or discharge the same without prior written consent of McAfee, which consent shall not be unreasonably withheld. With respect to any claim for indemnification based on matters relating to SHBV Intellectual Property Rights or customers of SHBV, McAfee or McAfee Nederland, McAfee shall have the option to defend any such proceedings; provided, however, that

Third Party Claims. (a) In the event that ▇▇▇▇▇ Parent becomes aware of a Third-Party Claim that Buyer in good faith third party claim which Parent believes may result in a claim for Losses indemnification pursuant to Section 7.2 by or on behalf of an a Parent Indemnified Party (a “Third Party Claim”), Parent shall promptly notify the Stockholder Agent of such Third Party Claim if such claim occurs during the Escrow Period, or each of the Indemnifying Parties that Parent (or any other Parent Indemnified Parties) may bring a claim against if such Third Party Claim occurs after the Escrow Period. Subject to Section 7.1, no delay in notifying the Stockholder Agent or any other Indemnifying Party of such Third Party Claim in accordance with the terms hereof shall affect a Parent Indemnified Party’s rights hereunder, Buyer unless (and then only to the extent that) the Stockholder Agent or any other applicable Indemnifying Parties are materially prejudiced thereby. (b) Parent shall have the right right, in its sole discretion discretion, to determine and elect to conduct the defense of such Third-Party Claim. Buyer shall be entitled to settle such Third-any Third Party Claim without (and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties Parent in connection with defense, enforcement, settlement, or resolution such defense (including reasonable attorneys’ fees, other professionals’ and experts’ fees, fees and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive the Parent Indemnified Parties may seek indemnification pursuant to an Indemnification Claim made hereunder, Section 7.2). The Stockholder Agent (during the Escrow Period) and any other Indemnifying Party against whom any Parent Indemnified Party has brought a claim for indemnification arising out of such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Third Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller (after the Escrow Period) shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Third-Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Parent Indemnified Party, subject and each such Indemnifying Party shall be entitled, at its expense, to execution by Seller participate in, but not to determine or conduct, any defense of Buyer’s any such Third Party Claim with respect to any such Third Party Claim. (andc) Neither Parent nor any other Parent Indemnified Party shall settle or otherwise compromise a Third Party Claim without the prior written consent of the Stockholder Agent (during the Escrow Period, if required, such third party’s) standard non-disclosure agreement with respect to the extent that such materials contain confidential or proprietary information, except that, funds held in the case Escrow Fund) and/or each Indemnifying Party against whom any Parent Indemnified Party has brought or is entitled to bring a claim for indemnification arising out of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Third Party Claim (including any discussions or negotiations in connection with either during the settlementEscrow Period, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to claims for indemnification beyond the conduct of funds then held in the defense of any Third-Party Claim considered by Buyer Escrow Fund, or its counsel after the Escrow Period), in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (each case which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that in the event the Stockholder Agent or delayed and which such Indemnified Party or Parties, as applicable, shall consent shall be deemed in writing to have been given unless Seller the settlement of any such Third Party Claim, neither the Stockholder Agent nor any such Indemnifying Party or Parties, as applicable, shall have objected within 20 days after a written request therefor by Buyer)any right, power or if Seller shall have been determined authority to have unreasonably withheld, conditioned, or delayed its consent object to the amount of any such settlement or resolution, Seller shall not have any power or authority to object claim for indemnification under this Article VII to the amount of any Indemnification Claim 7 by or on behalf of any Parent Indemnified Party against for Losses arising out of such Third Party Claim and the Indemnification Holdback Fund defense and settlement thereof (except to the extent such claim is for indemnity with respect an amount in excess of the amount of the settlement consented to). Notwithstanding the foregoing, Parent or any other Parent Indemnified Party may settle or otherwise compromise any Third Party Claim without the consent of the Stockholder Agent or any Indemnifying Party, as applicable, if and to the extent that (i) the terms of such settlement or resolutionother compromise do not require the payment of money to any third party, or (ii) the terms of such settlement or other compromise require the payment of money to a third party in an aggregate amount that is at least two (2) times the aggregate amount for which the Indemnifying Parties may be liable pursuant to this Article 7 in respect of such Third Party Claim; provided, however, that in the event Parent or any other Parent Indemnified Party shall settle or otherwise compromise any such Third Party Claim pursuant to this sentence without the consent of the Stockholder Agent or any Indemnifying Party, as applicable, the amount of such settlement shall not be determinative of the Indemnifying Parties’ indemnification obligations in respect thereof or the amount of Losses arising out of such Third Party Claim for which Parent or any other Parent Indemnified Party may be entitled to indemnification under this Article 7. In the event that Parent or any other Parent Indemnified Party shall settle or otherwise compromise any Third Party Claim in violation of the requirements of this Section 7.8(c), neither Parent nor any other Parent Indemnified Party shall (i) be entitled to indemnification pursuant to this Article 7 or (ii) otherwise be entitled to bring a claim against the Stockholder Agent and/or the applicable Indemnifying Parties, in either case, in respect of any Losses arising out of such Third Party Claim. Prior to settling or otherwise compromising any Third Party Claim, Parent or other Parent Indemnified Party, as applicable, shall consult in good faith with the Stockholder Agent and/or the applicable Indemnifying Parties regarding such settlement.

Third Party Claims. (a) In the event that ▇▇▇▇▇ becomes aware of a Thirdthe assertion of any third-Party party Claim that Buyer by an Indemnitee, the Indemnitor will have the right, subject to the provisions set forth in good faith believes may result in a claim for Losses by or this Section 11.05 to assume the defense of same at such Indemnitor’s expense, including the appointment and selection of counsel on behalf of an Indemnified Partythe Indemnitee so long as such counsel is reasonably acceptable to the Indemnitee. Subject to Section 11.05(d), Buyer shall the Indemnitor will have the right in its sole to settle or compromise or take any corrective or remediation action with respect to any such Claim by all appropriate proceedings, and the Indemnitor shall use commercially reasonable efforts to diligently prosecute such proceedings to a final conclusion or settle such proceedings at the discretion to determine and conduct of the Indemnitor. If the Indemnitor assumes the defense of any such Thirdthird-Party party Claim. Buyer shall , the Indemnitee will be entitled entitled, at its own cost and expense, to settle participate with the Indemnitor in the defense of any such Third-Party Claim without the consent and to engage separate counsel of the Indemnifying Partyits choice for such purpose; provided that any settlement of a Third-Party Claim without that, notwithstanding the consent of foregoing, the relevant Indemnifying Party Indemnitor shall not impose criminal liability or damages. The pay the reasonable costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution of such defense (including reasonable attorneys’ fees, other professionals’ fees and experts’ fees, and court or arbitration costsexpenses) shall be included of the Indemnitee if (i) the Indemnitor consents in the Losses for which Buyer shall be entitled writing to receive indemnification pursuant to an Indemnification Claim made hereunder, and paying such costs and expenses expenses, (ii) the use of counsel chosen by the Indemnitor to represent the Indemnitee would, based on the good faith advice of such Indemnitee’s outside counsel, present such counsel with a conflict of interest, (iii) the named parties to such third-party Claim include both the Indemnitee and the Indemnitor and (A) the Indemnitee shall constitute Losses have reasonably concluded that there are or may be defenses available to such Indemnitee that are different from or additional to those available to the Indemnitor, or (B) the Indemnitee’s outside counsel shall have reasonably concluded it would be inappropriate under applicable standards of professional conduct to have common counsel for the Indemnitee and the Indemnitor due to actual or potential differing interests between the Indemnitor and such Indemnitee, or (iv) the Indemnitor fails to assume such defense or engage counsel reasonably satisfactory to the Indemnitee, in each case, in a timely manner; provided, further, that, for the avoidance of doubt, such Claim and the prosecution and negotiation thereof shall be controlled by the Indemnitor subject to indemnification under the other terms of this Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of11.05. Notwithstanding the foregoing, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall the Indemnitee will have the right to receive copies defend any such third-party Claim until such time as the Indemnitor agrees to assume the defense of all pleadings, noticessuch Claim, and communications any costs or expenses incurred by the Indemnitee in connection therewith will be Losses hereunder and subject to indemnification in accordance with respect to such Third-Party Claim and subject to the extent that receipt terms of this Article XI. If the Indemnitor has assumed the defense of a third-party Claim pursuant to this Section 11.05, it will (x) keep the Indemnitee advised of the status of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard nonthird-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority party Claim and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Partydefense thereof on a reasonably current basis, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection y) reasonably consult with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback Indemnitee with respect to the conduct of defense and settlement thereof, and (z) consider in good faith the recommendations made by the Indemnitee with respect thereto. (b) Notwithstanding the foregoing, the Indemnitor will not be entitled to control the defense of any Thirdthird-Party party Claim considered by Buyer if such control or its counsel in good faith, including defense (i) would lead to a conflict or potential conflict between the reasonable opportunity to review Indemnitee and comment in advance on the Indemnitor or (ii) such third party action is (A) for equitable or injunctive relief or any written submissions made in connection with such Third-Party Claim. In the event claim that Seller has consented to the amount of any settlement would impose criminal liability or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolution.criminal damages,

Third Party Claims. In the event that ▇▇▇▇▇ Parent becomes aware of a claim by a third party (a “Third-Party Claim Claim”) that Buyer Parent in good faith believes may result in a claim for Losses against the Escrow Fund by or on behalf of an Indemnified PartyPerson, Buyer shall Parent will have the right in its sole discretion to determine and conduct the defense of and to settle or resolve such Third-Party Claim. Buyer shall be entitled to settle such Third-Party Claim without , and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties Parent in connection with such defense, enforcementsettlement or resolution, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, fees and court or arbitration costs) shall , will be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 Indemnifiable Damages regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, from or was in connection with a matter listed in Section 7.28.2. Seller The Agent will have the right to participate in (but not control) such defense and the Equityholders shall be solely liable (on behalf of the Equityholders) for the reasonable fees and expenses of Agent’s separate counsel; provided, that in any event, the Agent will have the right to receive copies of all pleadings, notices, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson, subject to execution by Seller the Agent of BuyerParent’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except thatand Parent shall keep the Agent reasonably advised as to the status of such Action and the defense thereof and will cooperate with and consider in good faith the input and recommendations of the Agent and Agent’s counsel, in the case of a Tax Contest, Seller shall only but Parent will have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller discretion to determine and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer and the settlement, adjustment or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with compromise of such Third-Party Claim. In ; provided that the event that Seller has consented to settlement amount of a Third-Party Claim will not be determinative of the amount of any settlement or resolution by Buyer of any such claim Indemnifiable Damages unless (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to x) the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect Agent consents to such settlement or resolution(y) the Agent unreasonably withholds, conditions or delays its consent to such settlement.

Third Party Claims. In the event that ▇▇▇▇▇ Acquiror becomes aware of a Thirdthird-Party Claim that Buyer in good faith party claim which Acquiror believes may result in a claim for Losses against the Escrow Shares by or on behalf of an Indemnified PartyPerson, Buyer Acquiror shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled and to settle or resolve any such Third-Party Claim without claim (and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties Acquiror in connection with such defense, enforcement, settlement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, fees and court or arbitration costs) shall be included in the Losses Indemnifiable Damages for which Buyer shall be entitled to receive Acquiror may seek indemnification pursuant to an Indemnification Claim a claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2). Seller The Stockholders’ Agent shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Thirdthe third-Party Claim party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson and shall be entitled, subject at its expense, to execution by Seller participate in, but not to determine or conduct, any defense of Buyer’s (and, if required, such third party’s) standard nonthe third-disclosure agreement to the extent that such materials contain confidential party claim or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or settlement negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct third-party claim. However, except with the consent of the defense of any Third-Party Claim considered by Buyer or its counsel in good faithStockholders’ Agent, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, withheld or conditioned, or delayed and which consent shall be deemed to have been given unless Seller the Stockholders’ Agent shall have objected within 20 15 days after a written request therefor for such consent by Buyer)Acquiror, no settlement or if Seller resolution of any such claim with any third-party claimant shall have been determined to have unreasonably withheld, conditioned, be determinative of the existence of or delayed its consent to the amount of Indemnifiable Damages relating to such matter. In the event that the Stockholders’ Agent has consented to any such settlement or resolution, Seller neither the Stockholders’ Agent nor the former Company Stockholders shall not have any power or authority to object under Section 9.6(b) or any other provision of this Article VII IX to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party Person against the Indemnification Holdback Fund Escrow Shares for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that ▇▇▇▇▇ becomes aware The obligations and liabilities of Sellers hereunder with respect to a Third-Third Party Claim that Buyer in good faith believes may result in a claim for Losses by or on behalf of which an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be Indemnitee is entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses this Article 12 shall constitute Losses be subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was the terms and conditions set forth in connection with a matter listed in Section 7.2this Article 12. Seller Sellers shall have the right to receive copies contest any Asserted Liability so long as it shall within 30 days (or sooner, if the nature of all pleadings, notices, and communications the Asserted Liability so requires) notify the Indemnitee of its intent to do so by sending a notice to the Indemnitee. Sellers shall not consent to the entry of any judgment or enter into any settlement with respect to such Third-Party Claim the Asserted Liability without the prior written consent of the Indemnitee, which consent shall not unreasonably be withheld. So long as Sellers are contesting any Asserted Liability, the Indemnitee shall not consent to the extent that receipt entry of such documents does not affect any privilege relating to judgment or enter into any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement settlement with respect to the extent that such materials contain confidential or proprietary informationAsserted Liability. If Sellers elect not to contest the Asserted Liability, except that, in the case of a Tax Contest, Seller shall only have the right Indemnitee (upon further notice to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller Sellers) shall have the right to have their reasonable comments and feedback with respect to pay, compromise or contest such Asserted Liability, provided that Indemnitee obtains the conduct prior written consent of the defense of any Third-Party Claim considered by Buyer or its counsel in good faithSellers, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not unreasonably be unreasonably withheld. In any event, conditionedSellers and the Indemnitee may participate, or delayed at their own expense, in the contest of an Asserted Liability. Sellers and which consent the Indemnitee shall be deemed cooperate fully with each other as to have been given unless Seller all Asserted Liabilities, shall have objected within 20 days after a written request therefor by Buyer)make available to each other as reasonably requested all information, or if Seller records, and documents relating to all Asserted Liabilities and shall have been determined to have unreasonably withheldpreserve all such information, conditionedrecords, or delayed its consent to and documents until the amount termination of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionAsserted Liability.

Third Party Claims. In (a) If eGames receives notice of the event that ▇▇▇▇▇ becomes aware of assertion by a Third-Third Party Claim that Buyer with respect to which Cinemaware is or may be obligated to provide indemnification, eGames shall promptly notify Cinemaware in good faith believes may result in a claim for Losses by or on behalf of an Indemnified Party, Buyer shall have writing (the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled to settle such Third-Party "Claim without the consent Notice") of the Indemnifying PartyClaim; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies notice, so long as notice is provided before the Termination Date, shall not relieve Seller or Seller Parent otherwise affect the obligation of any obligation or liability Cinemaware to the Indemnified Partyprovide indemnification hereunder, except to the extent that Seller demonstrates any Damages directly resulted from or were caused by such failure. (b) Cinemaware shall have thirty days after receipt of the Claim Notice to undertake, conduct and control, through counsel satisfactory to eGames, and at Cinemaware's expense, the settlement or defense thereof, and eGames shall cooperate with Cinemaware in connection therewith; provided, that it is materially and adversely affected thereby. Unless otherwise consented (i) Cinemaware shall permit eGames to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in such settlement or defense through counsel chosen by eGames, provided that the fees and expenses of such counsel shall not be borne by Cinemaware and shall not be included in any Third-Damages claimed hereunder, and (ii) Cinemaware shall not settle any Third Party Claim, except a Claim solely for monetary Damages, without eGames' consent. So long as Cinemaware is vigorously contesting any such Third Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with eGames shall not pay or settle such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (Claim without Cinemaware's consent, which consent shall not be unreasonably withheld, conditionedconditioned or delayed. (c) If Cinemaware does not notify eGames within thirty days after receipt of the Claim Notice that it elects to undertake the defense of the Third Party Claim described therein, or delayed and which consent shall be deemed to have been given unless Seller eGames shall have objected within 20 days after a written request therefor by Buyer)the right to contest, settle or if Seller compromise the Third Party Claim in the exercise of its reasonable discretion, on behalf of and for the account and risk of eGames; provided that eGames promptly shall have been determined to have unreasonably withheld, conditioned, notify Cinemaware of any compromise or delayed its consent to the amount settlement of any such settlement or resolution, Seller Third Party Claim. (d) Cinemaware shall not have be entitled to assume the defense for any power Third Party Claim (and shall be liable for the reasonable fees and expenses incurred by eGames in defending such claim) if the Third Party Claim seeks an order, injunction or authority to object under this Article VII to other equitable relief or relief for other than money Damages against eGames which eGames determines, after conferring with its counsel, cannot be separated from any related claim for money Damages and which, if successful, would adversely affect the amount Assets or the business, properties or prospects of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionBusiness.

Third Party Claims. (a) In the event that ▇▇▇▇▇ Parent becomes aware of a claim by a third party (a “Third-Party Claim Claim”) that Buyer Parent in good faith believes may result in a claim for Losses by or on behalf of an Indemnified Partyunder Section 8.2(a), Buyer Parent shall have promptly notify the right in its sole discretion to determine and conduct the defense Seller Agent of such Third-Party Claim. Buyer shall be entitled to settle such claim in writing (a “Third-Party Claim without Notice”) within twenty (20) calendar days of becoming aware of such Third Party Claim; provided, that no delay in providing such prompt notice shall affect an Indemnified Party’s rights hereunder, unless (and then only to the consent of extent that) the Seller Agent or the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damagesParties are materially prejudiced thereby. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller Agent shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by the Seller Agent of Buyer’s (and, if required, such third party’s) a standard non-disclosure agreement to the extent that such materials contain confidential or proprietary propriety information, except that, in . Parent shall reasonably inform and consult with the case Seller Agent regarding any defense or settlement of a Tax ContestThird-Party Claim, Seller shall only have the right to receive copies provided, that no settlement of any written correspondence from a Tax Authority and Third Party Claim shall be made without the failure to provide any such copies Seller Agent’s consent. The Seller Agent shall not relieve Seller or Seller unreasonably withhold its consent to any settlement proposal with respect to a Third-Party Claim. (b) In the event that Parent becomes aware of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any a Third-Party Claim by an alleged current or former holder of any action related to such Third-Party Claim Equity Interests of the Company (including any discussions predecessors), arising out of, resulting from or negotiations in connection with the settlementallocation of the Aggregate Consideration, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect including any adjustments to the conduct of Aggregate Consideration not taken into account at the Closing or pursuant to Section 1.18, the procedures set forth in Section 8.7(a) shall apply to the defense and settlement of any Third-Party Claim considered by Buyer or its counsel in good faithsuch claim, including provided, that the reasonable opportunity to review Company shall reimburse Parent for all costs and comment in advance on any written submissions made expenses incurred in connection with the defense and settlement of such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionclaim.

Third Party Claims. In the event that ▇▇▇▇▇ Purchaser becomes aware of a Third-any Third Party Claim constituting a breach of the Warranties, Purchaser shall: (i) as soon as reasonably practicable, but in no event later than thirty (30) days after the date Purchaser became aware of any Third Party Claim, provide written notice of the Third Party Claim to Sellers’ Representative; (ii) take such action and give such information and access to personnel, premises, chattels, documents and records (and allow to take copies or make photocopies, thereof) to Sellers ’ Representative and its professional advisers as Sellers’ Representative may reasonably request and Sellers’ Representative shall be entitled to reasonably require Purchaser or the Company to take such action and give such information and assistance in order to avoid, dispute, resist, mitigate, settle compromise, defend or appeal any claim in respect thereof or adjudication with respect thereto; (iii) at the request of Sellers’ Representative, allow Sellers’ Representative to take the sole conduct of such actions as Sellers’ Representative may deem reasonably appropriate in connection with any such assessment or claim in the name of Purchaser or the Company and in that Buyer connection Purchaser shall give or cause to be given to Sellers’ Representative all such assistance as Sellers’ Representative may reasonably require in good faith believes avoiding, disputing, resisting, settling, compromising, defending or appealing any such claim and shall instruct such professional advisers as Sellers’ Representative may result in a claim for Losses by or nominate to act on behalf of an Indemnified PartyPurchaser of the Company, Buyer as appropriate, but to act in accordance with Sellers’ Representative sole instructions; (iv) not make any admission of liability, agreement or compromise with any person, body or authority in relation to the Third Party Claim, without first obtaining the consent of Sellers’ Representative; (v) take all commercially reasonable steps to mitigate any Loss; and (vi) in any action, resist, defend, appeal or, if appropriate and consented by the Sellers’ Representative settle (in each case at Sellers’ expense, with reasonable attorneys’ fees and costs to be included in Sellers’ expense) such Third Party Claim in the best interest of Sellers. In case a Third Party Claim arises that could lead, in Sellers’ Representative’s reasonable judgment, to a breach of the Warranties, any negotiation, dispute or litigation relating thereto with any third party shall have the right in be handled by Sellers. In any event, Sellers shall be entitled at any stage and at its sole discretion to determine settle any such third party assessment or claim. Sellers shall notify Purchaser and conduct the defense GISA of such Third-Party Claim. Buyer shall be entitled Sellers’ decision to settle such Third-assessment or claim. If Sellers have made any payment to Purchaser or GISA as a settlement of any Third Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability and Purchaser or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have GISA has the right to receive copies recover from any third party any amount payable as a result of all pleadings, notices, and communications with respect to such Third-Party Claim to facts or circumstances forming the extent that receipt basis of such documents does not affect any privilege relating to any Indemnified PartyThird Party Claim, subject to execution by Seller then Purchaser or GISA shall, upon request of Buyer’s Sellers’ Representative, either (and, if required, such third party’sa) standard non-disclosure agreement to the extent assign that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of Sellers or, (b) if Sellers’ Representative so directs, at Sellers’ cost pursue said recovery and account to Sellers for any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller monies or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionproperty recovered.

Third Party Claims. In 13.7.1 As soon as practicably possible after receipt by the event that ▇▇▇▇▇ becomes aware Buyer or a Group Company of a Third-notice of any claim not being fully covered by the Insurance Policy and which may entitle the Buyer to make a Claim (including a Tax Indemnity Claim) against the Seller (a “Third Party Claim”), the Buyer shall notify the Seller in writing and the Buyer shall thereafter consult with the Seller in respect of the Third Party Claim and permit, and ensure that the Group permits the Seller and its advisers reasonable access to all relevant employees of the Group or the Buyer’s group, as applicable, documents, information and records, for the purpose of investigating the matter and enabling the Seller to take any action required in connection with this clause 13.7, in each case to the extent reasonably required by the Seller and permitted by applicable Law. 13.7.2 Provided that the Seller irrevocably and in writing accepts its liability towards the Buyer in good faith believes may result in a claim for any and all Losses resulting from such Third Party Claim, the Seller is entitled, by or written notice to the Buyer, to assume control of the defense of the Third Party Claim with counsel of its own choice on behalf of an Indemnified Partythe relevant Group Company at its own cost. If the Seller decides to assume control of the defense, the Buyer and the relevant Group Company will cooperate with the Seller and its advisors in the defense of the Third Party Claim, to the extent reasonably required and subject always to applicable Law, including gathering information, documentation and evidence, ensuring reasonable access to employees of the Group or the Buyer’s group, as applicable, for interviews and presence at trial, and taking all such action, which the Seller may reasonably request. Any reasonable and documented out of pocket costs incurred by the Buyer or any Group Company in connection with such cooperation shall have be paid by the right Seller. The Seller shall, in its sole discretion discretion, defend, settle or otherwise make arrangements regarding an Third Party Claim which the Seller has assumed control of pursuant to determine and conduct the defense of such Third-Party Claim. Buyer this clause 13.7.2; provided that Seller shall be entitled to not settle such Third-any Third Party Claim without the Buyer’s consent of (such consent not to be unreasonably withheld or delayed) unless such settlement is only for the Indemnifying Party; provided that any settlement payment of a Third-monetary amount for which Seller shall be entirely responsible and the Buyer and each applicable Group Company is fully released by the third party from all liability in respect of such Third Party Claim without Claim. The Seller shall only use any documents, information and access obtained in accordance with this clause for the consent purpose of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Third Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it disclosure is materially and adversely affected thereby. Unless otherwise consented to required in writing in advance by Buyer in its sole discretionthe framework of the legal or arbitral proceedings, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have keep such documents and information confidential. 13.7.3 Whether or not the right to have their reasonable comments and feedback Seller has assumed control of the defense, the Buyer shall not admit any liability with respect to or settle, compromise or discharge a Third Party Claim, without the conduct Seller’s prior written consent (such consent not to be unreasonably withheld or delayed). If the Seller does not, or until the Seller does, assume control of the defense defense, the Buyer shall keep the Seller informed on an ongoing basis of any Third-all significant developments in relation to the Third Party Claim considered by Buyer or its counsel in good faithClaim, including such information as the reasonable opportunity Seller may reasonably require, and take all action(s) that the Seller may reasonably request to review and comment in advance on any written submissions made in connection with such Third-avoid, dispute, resist, defend or appeal the Third Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that ▇▇▇▇▇ a Purchaser Indemnified Person becomes aware of a Thirdthird-Party Claim that Buyer in good faith believes may party claim which could result in a Damages for which it or any other Purchaser Indemnified Person may be entitled to indemnification hereunder, such Purchaser Indemnified Person shall promptly and without delay notify Seller Representative of such third-party claim, and Sellers shall be entitled, at their own expense, to participate in any defense of such claim; provided, however, that no delay or failure on the part of Parent or Purchaser in notifying Seller Representative shall relieve Sellers from any obligation hereunder unless Sellers are thereby prejudiced (and then solely to the extent of such prejudice). Purchaser Indemnified Persons shall be entitled to assume the defense of such third-party claim for Losses with counsel of its selection. Purchaser Indemnified Persons shall keep Seller Representative informed of all material developments and events relating to such Claim, and shall deliver to Seller Representative, within five (5) Business Days after Purchaser Indemnified Person’s receipt thereof, copies of all notices, correspondence and documents (including court papers) received by or on behalf of an Purchaser relating to such Claim. Purchaser Indemnified Party, Buyer Person shall have the right in its sole discretion to determine and conduct settle any such Claim; provided, however, in the defense of event that the Seller Representative has not consented to any such Third-Party Claim. Buyer shall be entitled settlement in writing prior to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) Seller Representative shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have retain the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented object under this Section 9 to the amount of any settlement or resolution Claim by Buyer Purchaser Indemnified Person for indemnity with respect to such settlement, including the reasonableness of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of such settlement; provided further, however, that in the event that Seller Representative has consented in writing to any such settlement or resolutionof any third-party claim to which any Purchaser Indemnified Person is entitled to indemnification under this Section 9, Seller Representative shall not have any no power or authority to object under any provision of this Article VII Section 9 to the amount of any Indemnification Claim by Parent or on behalf of any Indemnified Party against the Indemnification Holdback Fund Purchaser for indemnity with respect to such settlement or resolutionsettlement.

Third Party Claims. In If the event that ▇▇▇▇▇ becomes aware of Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a Third-Party Claim that Buyer in good faith believes may result in a claim for Losses by or on behalf of an Indemnified Partythird party claim, Buyer Acquiror shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled and to settle or resolve any such Third-Party Claim without claim (and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties Acquiror in connection with such defense, enforcement, settlement, settlement or resolution (including reasonable attorneys’ legal fees, other professionals’ and experts’ fees, fees and court or arbitration costs) shall be included in the Losses Indemnifiable Damages for which Buyer shall be entitled to receive Acquiror may seek indemnification pursuant to an Indemnification Claim a claim made hereunder); provided, and however, that Acquiror shall not settle or resolve such costs and expenses claim without the prior written consent of the Shareholders’ Agent, which consent shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out ofnot be unreasonably withheld, resulted from, conditioned or was in connection with a matter listed in Section 7.2delayed. Seller The Shareholders’ Agent shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Thirdthe third-Party Claim party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson and shall be entitled, subject at its expense, to execution by Seller participate in, but not to determine or conduct, any defense of Buyer’s (and, if required, such third party’s) standard nonthe third-disclosure agreement to the extent that such materials contain confidential party claim or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or settlement negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct third-party claim. However, except with the prior written consent of the defense of any Third-Party Claim considered by Buyer or its counsel in good faithShareholders’ Agent, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed and which consent shall be deemed to have been given unless Seller the Shareholders’ Agent shall have objected within 20 [***] days after a written request therefor for such consent by Buyer)Acquiror, no settlement or if Seller resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall have been determined to have unreasonably withheld, conditioned, be determinative of the existence of or delayed its consent to the amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, Seller or if the Shareholders’ Agent shall not have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article VII IX to the amount of any Indemnification Claim recovery by or on behalf of any Indemnified Party Person against the Indemnification Holdback applicable Escrow Fund for indemnity the Indemnifiable Damages with respect to such settlement or resolutionresolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX.

Third Party Claims. In the If Purchaser is sued or threatened to be sued by a third party, including without limitation any governmental entity, or if Purchaser is subjected to any audit or examination by any Tax authority, which may give rise to a claim of Purchaser pursuant to this Article 11, Purchaser shall give Seller prompt written notice of such third-party claim (but in no event that ▇▇▇▇▇ becomes later than ten (10) Business Days after Purchaser became aware of a Third-Party Claim such claim). Purchaser shall ensure that Buyer in good faith believes may result in a claim for Losses by or on behalf of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer Seller shall be entitled provided with all materials, information and assistance relevant in relation to settle such Thirdthe third-Party Claim without the consent of the Indemnifying Party; provided that party claim, be given reasonable opportunity to comment or discuss with Purchaser any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability measures which Seller proposes to take or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was omit in connection with a matter listed in Section 7.2third-party claim. No admission of liability shall be made by Purchaser and the third-party claim shall not be compromised, disposed of, or settled without the prior written consent of Seller. Further, Seller shall have be entitled at its own discretion and expense to take such action, or cause Purchaser to take such action as Seller shall deem necessary to avoid, dispute, deny, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK. defend, resist, appeal, compromise, or contest such third-party claim in the name and on behalf of Purchaser. Purchaser shall give, subject to it being paid all reasonable out-of-pocket costs and expenses, all such information and assistance, as described above, including access to premises and personnel and including the right to receive copies examine and copy or photograph any assets, accounts, documents, records and electronically stored data, for the purpose of all pleadingsavoiding, noticesdisputing, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Partydenying, subject to execution by Seller of Buyer’s (anddefending, if requiredresisting, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential appealing, compromising or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide contesting any such copies shall not relieve claim or liability as Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to its professional advisers may reasonably request. To the extent that Seller demonstrates is in breach of a guarantee, all out-of-pocket expenses reasonably incurred by Purchaser in defending such third-party claim in accordance with instructions from Seller shall be borne by Seller. If it turns out that it is materially and adversely affected thereby. Unless otherwise consented to Seller was not in writing in advance breach, any out-of-pocket expenses reasonably incurred by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlementdefence shall be borne by Purchaser. In case of a breach of the aforesaid obligations, adjustment or compromise thereof); provided that Seller Purchaser shall have only be entitled to claim damages based on the right to have their reasonable comments respective breach of guarantee (i) if and feedback with respect to the conduct extent the damage suffered did not result from Purchaser’s breach of the defense of any Third-Party Claim considered by Buyer aforementioned obligations, and (ii) if and to the extent Seller or its counsel in good faith, including the reasonable opportunity to review and comment in advance on Affiliates did not lose claims for indemnification against any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount third party as a result of any settlement or resolution by Buyer Purchaser’s breach of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionobligation.

Third Party Claims. In the event that ▇▇▇▇▇ Acquirer becomes aware of a claim by a third party (a “Third-Party Claim Claim”) that Buyer Acquirer in good faith believes may result in a claim for Losses Indemnifiable Damages by or on behalf of an Indemnified PartyPerson, Buyer Acquirer shall promptly deliver a Claim Certificate in respect thereof; provided that no delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Securityholders’ Agent or the Company Securityholders are materially prejudiced thereby. Acquirer shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled and to settle or resolve any such Third-Party Claim without (and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties Acquirer in connection with such defense, enforcement, settlement, enforcement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, fees and court or arbitration costs) shall be included in the Losses Indemnifiable Damages for which Buyer Acquirer shall be entitled to receive indemnification pursuant to an Indemnification Claim a claim made hereunder, and such costs and expenses shall constitute Losses Indemnifiable Damages subject to indemnification under Section 7.2 regardless of whether 8.2 to the extent that it is ultimately determined pursuant to Sections 8.5 and 8.6 that such Third-Party Claim arose out of, resulted from, from or was in connection with a matter listed in Section 7.28.2); provided that Acquirer shall request the Securityholders’ Agent’s written consent prior to entering into any settlement agreement with respect to any Third-Party Claim (which consent shall not be unreasonably withheld, conditioned or delayed) and in the event that the Securityholders’ Agent does not consent to such settlement agreement in writing, any Indemnifiable Damages shall be determined pursuant to Sections 8.5 and 8.6. Seller Notwithstanding anything herein to the contrary, Acquirer may not assume the defense of any Third-Party Claim that is brought directly against any Securityholder, and such Securityholder shall maintain the right to defend any such claims. The Securityholders’ Agent shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson, subject to execution by Seller the Securityholders’ Agent of BuyerAcquirer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary propriety information, except that, ; provided that in the case event that any privilege would be affected, the parties shall use commercially reasonable efforts to enter into a joint defense or common privilege agreement, and provide such copies of a Tax Contestall pleadings, Seller notices and communications not subject to the privilege. The Securityholders’ Agent shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate as an observer in any Third-Party Claim or any action related to such Third-Party Claim with counsel of its choice and at its own expense (including any discussions or negotiations in connection with on behalf of the settlementCompany Securityholders). However, adjustment or compromise thereof); provided that Seller Acquirer shall have the right in its sole discretion to have their reasonable comments determine and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer and the settlement, adjustment or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with compromise of such Third-Party Claim. In the event that Seller the Securityholders’ Agent has consented to the amount of any settlement or resolution by Buyer Acquirer of any such claim (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyerdelayed), or if Seller neither the Securityholders’ Agent nor any Company Stockholder shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII VIII to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party Person against the Indemnification Holdback Escrow Fund for indemnity with respect to such settlement or resolution. Notwithstanding anything to the contrary herein, (i) to the extent the provisions of Section 5.14(e) are inconsistent with this Section 8.8, the provisions of Section 5.14(e) shall govern any Third-Party Claim relating to Taxes and (ii) the Securityholders’ Agent shall not object to a claim for costs and expenses incurred by Acquirer in connection with the defense, enforcement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) of a Third-Party Claim on the basis that there has been no ultimate determination (including a judgment of a court or a finding of an arbitral body) with respect to such Third-Party Claim to the extent Acquirer is otherwise entitled to indemnification for Indemnifiable Damages with respect to such Third-Party Claim hereunder.

Third Party Claims. In (i) As between the event that ▇▇▇▇▇ becomes aware of a Third-Party Claim that Buyer in good faith believes may result in a claim for Losses by or on behalf of an Indemnified PartyParties and their Affiliates, Buyer Epirus shall have the right first right, but not the obligation, to bring an appropriate suit or other action against any person or entity engaged in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Product Infringement Claim. In the event that Seller has consented Epirus decides not to bring a suit or other action against any person or entity engaged in a Product Infringement Claim, Epirus shall provide Ranbaxy with notice of this decision. In such event and if the Product Infringement Claim relates to a competitive Product in the Territory, Ranbaxy will have an opportunity to bring such a suit or other action, at Ranbaxy’s own cost and expense. (ii) Epirus shall be responsible for defending any Product Infringement Claim at its own cost, but shall consult with Ranbaxy regarding the strategy for such defense and keep Ranbaxy apprised of the status of, and substantive developments in, the case. In the event that Ranbaxy is named as a defendant in such litigation, counsel representing Epirus shall also represent Ranbaxy to the amount extent permitted under Applicable Laws and Epirus shall consider in good faith Ranbaxy’s suggestions regarding the appointment of such counsel. In the event that Ranbaxy retains separate counsel for such defense, all reasonable costs and expenses of such separate counsel shall be borne by Ranbaxy. In the event that Epirus is required to pay monetary damages pursuant to such claim, suit or action, such damages shall be the sole responsibility of Epirus to the extent required under Section 12.2(e). If Epirus recovers monetary damages in such claim, suit or action, such recovery shall first be allocated to the reimbursement of any settlement expenses incurred by Epirus or resolution by Buyer Ranbaxy in such litigation (including, for this purpose, a reasonably allocation of expenses of internal counsel). If after such reimbursement any funds remain from such claim (which consent shall not be unreasonably withhelddamages or other sums recovered, conditioned, or delayed and which consent such remaining funds shall be deemed to have been given unless Seller shall have objected within 20 days after [***]. (iii) In any event, neither Party will settle a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object Product Infringement Claim under this Article VII to Section 10.4(b) that could adversely affect the amount of other Party’s rights or interest or imposes any Indemnification Claim liability on the other Party without first notifying the other Party and considering any input provided by or on behalf of any Indemnified such other Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionin good faith.

Third Party Claims. In 4.1 If (i) the event Seller has made a payment to the Buyer under this Schedule, then the following provisions of this paragraph 4 shall apply: 4.1.1 If the Buyer or the Company receives from any person (other than the Buyer, the Company or other member of the Buyer Group) a payment in respect of the Liability to Taxation in question (including any interest or repayment supplement) the payment shall be dealt with in accordance with paragraph 4.2. 4.1.2 If the Buyer or the Company is or becomes entitled to a payment in respect of the Liability to Taxation in question from any person other than the Buyer, the Company or other member of the Buyer Group or a person connected with any of them for taxation purposes, then: 4.1.2.1 the Buyer shall as soon as reasonably practicable notify the Seller of the entitlement; and 4.1.2.2 the Buyer shall, if so required by the Seller and subject to being secured and indemnified by the Sellers for any Tax which may be suffered on receipt of that ▇▇▇▇▇ becomes aware of a Third-Party Claim that amount and any reasonable costs and expenses reasonably and properly incurred by the Buyer in good faith believes may result in a claim for Losses by recovering that amount, at the Seller’s expense, take or on behalf procure that the Company shall take all reasonable steps to enforce that entitlement (keeping the Seller fully informed of an Indemnified Party, the progress of any action taken) provided that the Buyer shall have not be required to take any action under this paragraph 4 that, in the right Buyer’s reasonable opinion, is likely to materially harm its, the Company’s or other member of the Buyer Group’s commercial or employment relationship with that person, and any payment received shall be dealt with in its sole discretion accordance with paragraph 4.2. 4.2 Where it is provided under paragraph 4.1 that a payment is to determine and conduct be dealt with in accordance with this paragraph 4.2 the defense of such Third-Party Claim. Buyer shall be entitled account to settle such Third-Party Claim without the consent Seller for the lesser of: 4.2.1 any amount recovered (including any related interest or related repayment supplement) at any time not later than seven years from Completion, less any Tax suffered in respect of the Indemnifying Party; provided that amount and any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by in recovering that amount to the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and extent such costs and expenses shall constitute Losses subject to indemnification have not already been paid or indemnified by the Seller in accordance with paragraph 4.1; and 4.2.2 the amount paid by the Sellers under Section 7.2 regardless the Tax Covenant in respect of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was the Liability for Tax in connection with a matter listed in Section 7.2question. Seller shall have Where the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to amount under paragraph 4.2.1 exceeds the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if requiredamount under paragraph4.2.2, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent excess shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object carried forward and set off against future claims under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionSchedule.

Third Party Claims. In If the event that ▇▇▇▇▇ Purchaser becomes aware of a Third-third party claim (a “Third Party Claim Claim”) that Buyer in good faith the Purchaser reasonably believes may result in a demand for indemnification pursuant to this Section 9, the Purchaser shall notify the Seller or, if the Seller no longer exists, the representative appointed pursuant to Section 7.12, in writing of such claim describing in reasonable detail the facts giving rise to the claim for Losses by indemnification hereunder and shall include (if then known) the amount or on behalf method of an Indemnified Partycomputation of the amount of such claim, Buyer and a reference to the provision of this Agreement upon which such claim is based. If the Third Party Claim may result in a claim against the Seller or the Key Shareholders, the Seller or the Key Shareholders shall be entitled, at its expense, to participate in, but not to determine or conduct, the defense of such Third Party Claim; provided, however, that the Seller and the Key Shareholders agree and consent, as a condition of such entitlement of participation, that the Purchaser’s legal counsel in the Third Party Claim shall not be precluded from representing the Purchaser as against the Seller or Key Shareholders if the Seller or Key Shareholders disputes the fact or amount of Purchaser’s claim of a Loss related to such matter. The Purchaser shall have the right in its sole discretion to determine and conduct the defense of, and to settle, any such claim (other than claims related to Excluded Liabilities or Pre-Closing Taxes, which shall only be settled with the written consent of such Third-Party Claim. Buyer shall Seller or Key Shareholders, as applicable, not to be entitled to settle such Third-Party Claim unreasonably withheld, conditioned or delayed); provided, that, if any claim is settled without the consent of the Indemnifying Party; provided that any Seller or Key Shareholders, as applicable, such settlement of a Third-Party Claim without the consent shall not be dispositive of the relevant Indemnifying Party shall not impose criminal liability existence of an indemnifiable claim or damagesthe amount of Losses. The costs and expenses incurred by If the Indemnified Parties in connection with defense, enforcement, Seller or Key Shareholders have consented to any such settlement, the Seller or resolution (including reasonable attorneys’ feesKey Shareholders, other professionals’ and experts’ feesas applicable, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right no power or authority to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented object to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Third Party Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionPurchaser.

Third Party Claims. In the event of the assertion or commencement by any Person of any claim, suit, or legal proceeding (whether against the Company following any applicable Closing, against the Parent, the Asset Purchaser, the Surviving Corporation or any of their Affiliates or against any other Person) related to this Transaction with respect to which any Indemnified Person may be entitled to be held harmless, indemnified, compensated or reimbursed pursuant to this Article X, (i) the Asset Purchaser shall promptly notify the Shareholders after the Asset Purchaser receives notice of such claim, suit or legal proceeding, and (ii) the Asset Purchaser shall defend and indemnify the Shareholders from such claims unless it can be proven that ▇▇▇▇▇ becomes aware the claim is a valid claim for a material breach of this Agreement or an inaccuracy of a Third-Party Claim that Buyer representation or warranty included in good faith believes may result Section 4.1, Section 4.3, Section 4.15, Section 4.16, Section 4.17, Section 4.18 or Subsections 10.2(a)(iii) and 10.2(a)(v), and then only if the Shareholders are given the opportunity to participate in the defense, including a claim for Losses by reasonable opportunity to review and approve any settlement. If the Asset Purchaser so proceeds with the defense of any such claim, suit or on behalf of an Indemnified Partylegal proceeding and is entitled to be held harmless, Buyer shall have the right in its sole discretion indemnified, compensated or reimbursed pursuant to determine and conduct this Article X: (a) all reasonable expenses relating to the defense of such Third-Party Claim. Buyer claim, suit or legal proceeding shall be entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred deducted by the Indemnified Parties Surviving Corporation from the Installment Payments payable to the Shareholders; (b) the Shareholders shall make available to the Asset Purchaser any documents and materials reasonably requested by the Asset Purchaser that the Asset Purchaser determines in connection with defensegood faith may be necessary to the defense of such claim, enforcement, settlement, suit or resolution legal proceeding; and (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costsc) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller Asset Purchaser shall have the right to receive copies of all pleadingssettle, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment adjust or compromise thereof); such claim, suit or legal proceeding, provided that Seller the Shareholders shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the a reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claimapprove the settlement. In the event that Seller has consented Such third party claims are subject to the amount Deductible and the Cap, where applicable. If the third party claim is resolved through the courts, the Shareholders may withhold any payments until all rights of any settlement or resolution by Buyer appeal are exhausted and the outcome is final. If the Asset Purchaser does not elect to proceed with the defense of any such claim claim, suit or legal proceeding, the Shareholders shall (at the sole expense of the Shareholders) proceed with the defense of such claim, suit or legal proceeding with counsel reasonably acceptable to the Asset Purchaser; provided, however, that the Shareholders may not settle, adjust or compromise any such claim, suit or legal proceeding without the prior written consent of the Asset Purchaser (which consent shall not be unreasonably withheld, conditioned, withheld or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyerdelayed), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. In If the event that ▇▇▇▇▇ becomes aware Buyer Indemnified Parties' request for indemnification arises from the claim of a Third-Party Claim that third party, the written notice shall permit Sellers to assume control of the defense of any such claim, or any litigation resulting from such claim. Failure by Sellers to notify the Buyer in good faith believes may result in Indemnified Parties of its election to defend a claim for Losses complaint by or on behalf a third party within 5 days shall be a waiver by Sellers of an Indemnified Party, Buyer its right to respond to such complaint and within 20 days after notice thereof shall have the be a waiver by Sellers of its right in its sole discretion to determine and conduct assume control of the defense of such Third-Party Claimclaim or action. Buyer shall be entitled to settle such Third-Party Claim without the consent If Sellers assume control of the Indemnifying Party; defense of such claim or litigation resulting therefrom, Sellers shall take all reasonable steps necessary in the defense or settlement of such claim or litigation resulting therefrom and Sellers shall hold the Buyer Indemnified Parties, to the extent provided that in this section 8, harmless from and against all Losses arising out of or resulting from any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability approved by Sellers or damages. The costs and expenses incurred by the Indemnified Parties any judgment in connection with defensesuch claim or litigation. Notwithstanding Sellers' assumption of the defense of such third-party claim or demand, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller Indemnified Parties shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to participate in the extent that receipt defense of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard nonthird-disclosure agreement to the extent that such materials contain confidential party claim or proprietary information, except thatdemand at its own expense. Sellers shall not, in the case defense of a Tax Contestsuch claim or litigation, Seller shall only have the right consent to receive copies entry of any written correspondence from a Tax Authority and the failure to provide judgment or enter into any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Partysettlement, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection either case with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct written consent of the defense of any Third-Party Claim considered by Buyer or its counsel in good faithIndemnified Parties, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed . The Buyer Indemnified Parties shall furnish Sellers in reasonable detail all information such party may have with respect to any such third-party claim and shall make available to Sellers and their representatives all records and other similar materials which consent are reasonably required in the defense of such third-party claim and shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to otherwise cooperate with and assist Sellers in the amount defense of such third-party claim. If Sellers do not assume control of the defense of any such settlement third-party claim or resolutionlitigation resulting therefrom, Seller the Buyer Indemnified Parties may defend against such claim or litigation in such manner as it may reasonably deem appropriate, and Sellers shall not have indemnify the Buyer Indemnified Parties from any power or authority to object Loss indemnifiable under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionsection 8(a) incurred in connection therewith.

Third Party Claims. In the event that ▇▇▇▇▇ the Purchaser becomes aware of a Third-Party Claim that Buyer in good faith third- party claim which the Purchaser believes may result in a claim for Losses against the Purchaser by or on behalf of an Indemnified PartyPerson, Buyer the Purchaser shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled and to settle or resolve any such Third-Party Claim without claim (and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties Purchaser in connection with such defense, enforcement, settlement, settlement or resolution (including reasonable attorneys’ ' fees, other professionals’ professionals ' and experts’ fees, ' fees and court or arbitration costs) shall be included in the Losses Indemnifiable Damages for which Buyer shall be entitled to receive the Purchaser may seek indemnification pursuant to an Indemnification Claim a claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2) . The Seller shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Thirdthe third-Party Claim party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson and shall be entitled, subject at its expense, to execution by Seller participate in, but not to determine or conduct, any defense of Buyer’s (and, if required, such third party’s) standard nonthe third-disclosure agreement to the extent that such materials contain confidential party claim or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or settlement negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct third-party claim. However, except with the consent of the defense of any Third-Party Claim considered by Buyer or its counsel in good faithSeller, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed and which consent shall be deemed to have been given unless the Seller shall have objected within 20 thirty (30) days after a written request therefor for such consent by Buyer)the Purchaser, no settlement or if Seller resolution of any such claim with any third-party claimant shall have been determined to have unreasonably withheld, conditioned, be determinative of the existence of or delayed its consent to the amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.3 or any other provision of this Article VII to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity Person with respect to such settlement or resolution.

Third Party Claims. In the event that ▇▇▇▇▇ Purchaser becomes aware of a Thirdthird-Party Claim that Buyer in good faith party claim which Purchaser believes may result in a claim for Losses by or on behalf of an Indemnified Partydemand against the Indemnification Holdback, Buyer shall have the right in its sole discretion to determine and conduct Purchaser may initially assume the defense of such Thirdthird-Party Claimparty claim. Buyer Such defense shall be conducted by counsel chosen by Purchaser reasonably acceptable to Parent and Seller and at Purchaser's expense, provided that other than in connection with third party claims that relate in any way to the enforceability or validity of any of the Patents included in the Assets, if the claimed total amount of damages or potential amount of damages (as reasonably determined by Purchaser in its sole discretion) is less than the Holdback Amount, Parent and Seller shall be entitled, at their expense, to assume the defense of such claim with counsel chosen by Parent and at Parent's sole expense, provided that Purchaser shall be entitled, at its expense, to monitor or participate in the defense. If Purchaser has assumed the defense of such third‑party claim, Purchaser shall not be entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (without Parent's and Seller's prior written consent, which consent shall not be unreasonably withheld, conditionedunless Purchaser has assumed the defense of such third-party claim and as part of such settlement Parent and Seller are unconditionally released from all liability with respect to such third party claim. If Parent or Seller has assumed the defense of such claim, or delayed and which consent neither Parent nor Seller shall be deemed entitled to have been given settle any claim without Purchaser's prior written consent, which shall not be unreasonably withheld, unless Purchaser is unconditionally released from all liability with respect to such third party claim. In the event that Parent or Seller has consented to any such settlement, Parent and Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any no power or authority to object under Article VIII or any other provision of this Article VII Section 8.6 to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund Purchaser for indemnity with respect to such settlement or resolutionsettlement.

Third Party Claims. In the event that ▇▇▇▇▇ Acquirer becomes aware of a claim by a third party (a “Third-Party Claim Claim”) that Buyer Acquirer in good faith believes may result in a claim for Losses Indemnifiable Damages by or on behalf of an Indemnified PartyPerson, Buyer Acquirer shall have the right right, subject to this Section 8.8, in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled and to settle or resolve such Third-Party Claim without (and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties Acquirer in connection with defense, enforcement, settlement, resolution or resolution enforcement in connection with such Third-Party Claim (including reasonable attorneys’ fees, other professionals’ and experts’ fees, fees and court or arbitration costs) shall be included in the Losses Indemnifiable Damages for which Buyer Acquirer shall be entitled to receive indemnification pursuant to an Indemnification Claim a claim made hereunder, and such costs and expenses shall constitute Losses Indemnifiable Damages subject to indemnification under Section 7.2 8.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, from or was in connection with a matter listed in Section 7.28.2). Seller Acquirer shall have keep the right Members’ Agent reasonably informed of all material developments relating to receive all Third-Party Claims, including by reasonably promptly providing the Members’ Agent with copies of all pleadings, notices, notices and communications with respect to each such Third-Party Claim Claim, in each case to the extent that receipt the provision of such documents does not affect information or any portion thereof to the Members’ Agent would not, on the advice of counsel to Acquirer, result in the loss of any legal privilege relating to for the benefit of any Indemnified PartyPerson with respect to such information or portion thereof, subject to execution by Seller the Members’ Agent of Buyer’s a non-disclosure agreement reasonably acceptable to Acquirer (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary propriety information, except that, . Notwithstanding anything to the contrary in the case foregoing, Acquirer shall not, without the prior written consent of a Tax Contestthe Members’ Agent, Seller shall only have enter into any settlement or compromise or consent to the right to receive copies entry of any judgment with respect to any Third-Party Claim (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given unless the Members’ Agent shall have objected within 30 days after a written correspondence request therefor by Acquirer; it being understood and agreed that the Members’ Agent will be deemed to be reasonable in withholding consent if such settlement, compromise or judgment (A) involves a finding or admission of wrongdoing that results in liability of the Converting Holdings, (B) does not include a written release by the claimant or plaintiff of each Converting Holder from a Tax Authority and the failure to provide all liability in respect of such Third-Party Claim or (C) imposes equitable remedies, criminal liability or any obligation on any such copies shall not relieve Seller or Seller Parent Company Member other than solely the payment of any obligation or liability money damages for which the Indemnified Party will be indemnified hereunder in accordance with and subject to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected therebylimitations set forth herein. Unless otherwise consented to in writing in advance by Buyer Acquirer in its sole discretion, Seller the Members’ Agent and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller the Members’ Agent has consented to the amount of any settlement or resolution by Buyer Acquirer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer)Third-Party Claim, or if Seller the Members’ Agent shall have been determined to have unreasonably withheld, conditioned, conditioned or delayed its consent to the amount of any such settlement or resolutionresolution of such Third-Party Claim, Seller neither the Members’ Agent nor any Converting Holder shall not have any power or authority to object under this Article VII VIII to the amount of Indemnifiable Damages related to such claim as consented to or any Indemnification Claim claim by or on behalf of any Indemnified Party Person against the Indemnification Holdback Escrow Fund or, if applicable, any Converting Holder for indemnity with respect to such settlement or resolution.

Third Party Claims. (i) If any third party shall notify Parent or its affiliates hereto with respect to any matter (hereinafter referred to as a "THIRD PARTY CLAIM"), which may give rise to a claim by Parent against the Escrow Fund, then Parent shall give notice to the Securityholder Agent within 30 days of Parent becoming aware of any such Third Party Claim or of facts upon which any such Third Party Claim will be based setting forth such material information with respect to the Third party Claim as is reasonably available to Parent; provided, however, that no delay or failure on the part of Parent in notifying the Securityholder Agent shall relieve the Securityholder Agent and the Company shareholders from any obligation hereunder unless the Securityholder Agent and the Company shareholders are thereby materially prejudiced (and then solely to the extent of such prejudice). The Securityholder Agent and the Company shareholders shall not be liable for any attorneys fees and expenses incurred by Parent prior to Parent's giving notice to the Securityholder Agent of a Third Party Claim. The notice from Parent to the Securityholder Agent shall set forth such material information with respect to the Third Party Claim as is then reasonably available to Parent. (ii) In case any Third Party Claim is asserted against Parent or its affiliates, and Parent notifies the Securityholder Agent thereof pursuant to Section 8.2(j)(i) hereinabove, the Securityholder Agent and the Company shareholders will be entitled, if the Securityholder Agent so elects by written notice delivered to Parent within 30 days after receiving Parent's notice, to assume the defense thereof, at the expense of the Company shareholders independent of the Escrow Fund, with counsel reasonably satisfactory to Parent so long as: (A) Parent has reasonably determined that Losses which may be incurred as a result of the Third Party Claim do not exceed either individually, or when aggregated with all other Third Party Claims, the total dollar value of the Escrow Fund determined in accordance with Section 8.2(d)(ii) hereof; 50 57 (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief; (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of Parent, likely to establish a precedential custom or practice materially adverse to the continuing business interests of Parent; and (D) counsel selected by the Securityholder Agent is reasonably acceptable to Parent. If the Securityholder Agent and the Company shareholders so assume any such defense, the Securityholder Agent and the Company shareholders shall conduct the defense of the Third Party Claim actively and diligently. The Securityholder Agent and the Company shareholders shall not compromise or settle such Third Party Claim or consent to entry of any judgment in respect thereof without the prior written consent of Parent and/or its affiliates, as applicable, which shall not be unreasonably withheld. (iii) In the event that ▇▇▇▇▇ becomes aware of a Third-Party Claim that Buyer in good faith believes may result in a claim for Losses by or on behalf of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct Securityholder Agent assumes the defense of such Third-the Third Party Claim in accordance with Section 8.2(j)(ii) above, Parent or its affiliates may retain separate counsel and participate in the defense of the Third Party Claim. Buyer , but the fees and expenses of such counsel shall be entitled at the expense of Parent. Parent or its affiliates will not consent to settle such Third-the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; provided that any settlement Securityholder Agent. Parent will cooperate in the defense of a Third-the Third Party Claim without and will provide full access to documents, assets, properties, books and records reasonably requested by Securityholder Agent and material to the consent claim and will make available all officers, directors and employees reasonably requested by Securityholder Agent for investigation, depositions and trial. (iv) In the event that the Securityholder Agent fails or elects not to assume the defense of Parent or its affiliates against such Third Party Claim, which Securityholder Agent had the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled right to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification assume under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of8.2(j)(ii) above, resulted from, Parent or was in connection with a matter listed in Section 7.2. Seller its affiliates shall have the right to receive copies of all pleadings, notices, undertake the defense and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies Parent shall not relieve Seller compromise or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-settle such Third Party Claim or consent to entry of any action related judgment in respect thereof without the prior written consent of Securityholder Agent. In the event that the Securityholder Agent is not entitled to assume the defense of Parent or its affiliates against such Third-Third Party Claim (including any discussions pursuant to Section 8.2(j)(ii) above, Parent or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller its affiliates shall have the right to have their reasonable comments and feedback undertake the defense, consent to the entry of any judgment or enter into any settlement with respect to the conduct Third Party Claim in any manner it may deem appropriate (and Parent or its affiliates need not consult with, or obtain any consent from, the Securityholder Agent in connection therewith); provided, however, that except with the written consent of the defense of any Third-Party Claim considered by Buyer or its counsel in good faithSecurityholder Agent, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any no settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount entry of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity judgment with respect to such settlement Third Party Claim shall alone be determinative of the validity of the claim against the Escrow Fund. In each case, Parent or resolution.its affiliates shall conduct the defense of the Third Party Claim actively and diligently, and the Securityholder Agent and the Company shareholders will cooperate with Parent or its affiliates in the defense of that claim and will provide full access to documents, assets, properties,

Third Party Claims. (a) In the event that ▇▇▇▇▇ Acquirer becomes aware of a potential claim by a third party (a “Third-Party Claim Claim”) that Buyer in good faith Acquirer believes may result in a claim for Losses Indemnifiable Damages by or on behalf of an Indemnified PartyPerson, Buyer Acquirer shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled and to settle or resolve such Third-Party Claim without (and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties Acquirer in connection with such investigation, defense, enforcementsettlement or resolution, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, fees and court or arbitration costs) costs shall be included in the Losses Indemnifiable Damages for which Buyer Acquirer shall be entitled to receive indemnification pursuant to an Indemnification Claim a claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that the outcome of such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2Claim). Seller The Shareholders’ Agent shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson, subject to execution by Seller the Shareholders’ Agent of BuyerAcquirer’s (and, if required, such third party’s) standard non-disclosure agreement (and the Shareholders’ Agent may communicate such information only to the extent needed to the Company Shareholders, provided that any such recipients are subject to the same confidentiality obligations) to the extent that such materials contain confidential or proprietary propriety information. The Shareholders’ Agent shall be entitled, except thatat the Company Shareholders’ expense, in to participate in, but not to determine or conduct, any defense of the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or settlement negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. . (b) In the event that Seller the Shareholders’ Agent has consented to the amount of any settlement or resolution by Buyer Acquirer of any such claim (claim, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed and which consent shall be deemed to have been given unless Seller the Shareholders’ Agent shall have objected within 20 15 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of for any such settlement or resolution, Seller such settlement or resolution of any such claim with any third party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter and neither the Shareholders’ Agent nor any Indemnifying Party shall have any power or authority to object under this Article VII 9 to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party Person against the Indemnification Holdback Escrow Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that ▇▇▇▇▇ FindWhat becomes aware of a Thirdthird-Party Claim that Buyer in good faith party claim or Damages which FindWhat believes may result in a claim for Losses by or on behalf of an Indemnified Partydemand against the Escrow Fund, Buyer FindWhat shall have notify the right in its sole discretion to determine and conduct the defense Shareholders' Agent of such Third-Party Claimclaim. Buyer shall be entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller FindWhat shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide settle any such copies claim with the consent of the Shareholders' Agent which shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claimbe unreasonably withheld. In the event that Seller the Shareholders' Agent has consented to any such settlement, the Shareholders' Agent shall have no power or authority to object under Section 9.5 or any other provision of this ARTICLE IX to the amount of any settlement or resolution claim by Buyer of any FindWhat against the Escrow Fund for indemnity with respect to such settlement. The following procedures shall apply to this Section 9.8: (a) If within 30 days after receiving such notice, the Shareholders' Agent gives written notice to the FindWhat stating it intends to defend against such claim or Damages at its own cost and expense, the defense (including the right to settle or compromise such action, subject to the consent of FindWhat, which consent shall not be unreasonably withheld) of such matter, conditionedincluding selection of counsel (subject to the consent of FindWhat, or delayed and which consent shall not be deemed unreasonably withheld) and the sole power to direct and control such defense, shall be by the Shareholders' Agent and the Shareholders' Agent shall make no payment in respect of such claim or Damages to any third party as long as the Shareholders' Agent is conducting a good faith and diligent defense. In any such defense, the Shareholders' Agent will consult with FindWhat in connection with the Shareholders' Agent's defense, and FindWhat shall make available all information and assistance that the Shareholders' Agent may reasonably request and shall cooperate with the Shareholders' Agent in such defense. (b) In any such proceeding, FindWhat shall have the right to retain its own counsel, and will pay the fees and expenses of such counsel, unless: (i) the Shareholders' Agent and FindWhat shall have mutually agreed to the contrary; (ii) the Shareholders' Agent has failed within a reasonable time to retain counsel; or (iii) the named parties in any such proceeding (including any impleaded parties) include both FindWhat and Comet and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In any case specified in clauses (i), (ii) or (iii) of the preceding sentence, Shareholders' Agent will bear the fees and expenses of counsel retained by FindWhat, it being understood that the Shareholders' Agent shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for fees and expenses of more than one separate firm (in addition to any local counsel) for FindWhat, and that all such fees and expenses shall be reimbursed by Shareholders' Agent as they are incurred. Any such separate counsel for which FindWhat claims it is entitled to have been given unless Seller Shareholders' Agent bear fees and expenses shall be designated in writing by FindWhat. If in any such proceeding there shall be a settlement or final judgment for the plaintiff, the Shareholders' Agent agrees to indemnify FindWhat from and against any loss or liability by reason of such settlement or judgment, provided that if the proceeding is resolved by settlement, Shareholders' Agent has consented in writing to the settlement, which consent will not be unreasonably withheld. Notwithstanding the foregoing, if at any time FindWhat shall have objected within 20 requested the Shareholders' Agent to reimburse FindWhat for fees and expenses of counsel as contemplated in this Section 9.8(b), the Shareholders' Agent agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (x) such settlement is entered into more than 30 days after receipt by the Shareholders' Agent of the request for reimbursement; and (y) the Shareholders' Agent shall not have reimbursed FindWhat in accordance with such request (other than due to a written request therefor reasonable dispute as to the validity of such request) prior to the date of settlement. (c) If no notice of intent to dispute and defend is given by Buyerthe Shareholders' Agent under Section 9.8(a), or if Seller Shareholders' Agent fails or ceases to conduct a diligent good faith defense, FindWhat shall, at the expense of the Shareholders' Agent, undertake the defense of such claim or Damages with counsel selected by FindWhat, and shall have been determined the right to have unreasonably withheld, conditioned, compromise or delayed its consent to settle the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionsame exercising reasonable business judgment.

Third Party Claims. In the event that ▇▇▇▇▇ Acquiror becomes aware of a Thirdthird-Party Claim that Buyer party claim which Acquiror in good faith believes may result in a claim for Losses Indemnifiable Damages by or on behalf of an Indemnified PartyPerson, Buyer Acquiror shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled and to settle or resolve any such Thirdclaim; provided, that, if such third party claim is not an Exempt Claim and the Securityholders’ Agent first irrevocably agrees in writing that (A) the matters alleged in such third party claim are within the scope of and are subject to the indemnification provisions set forth in Sections 8.1 and 8.2 and (B) it will not contest the Company Stockholders’ obligation to provide indemnification with respect to such third-Party Claim party claim then: the Acquiror will not enter into any settlement with respect to such third-party claim without the prior written consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the Securityholders’ Agent, which consent of the relevant Indemnifying Party shall not impose criminal liability be unreasonably withheld, conditioned or damagesdelayed. The It is hereby clarified that the costs and expenses incurred by the Indemnified Parties Acquiror in connection with such defense, enforcement, settlement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, fees and court or arbitration costs) shall be included in the Losses Indemnifiable Damages for which Buyer shall be entitled to receive Acquiror may obtain indemnification pursuant to an Indemnification Claim a claim made hereunder, and such costs and expenses . The Securityholders’ Agent shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall also have the right to receive copies of all pleadings, notices, notices and communications with respect to such Thirdthe third-Party Claim party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson and shall be entitled, subject at its expense, to execution by Seller participate in, but not to determine or conduct, any defense of Buyer’s (and, if required, such third party’s) standard nonthe third-disclosure agreement to the extent that such materials contain confidential party claim or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or settlement negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Thirdthird-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claimparty claim. In the event that Seller the Securityholders’ Agent has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller neither the Securityholders’ Agent nor any Company Securityholder shall not have any power or authority to object under Section 8.4 or any other provision of this Article VII ARTICLE 8 to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund Person for Indemnifiable Damages for indemnity with respect to such settlement or resolution. In the event that the Securityholders’ Agent has not consented to any such settlement or resolution, no such settlement or resolution by Acquiror of any claim that gives rise to a claim for Indemnifiable Damages by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter.

Third Party Claims. In order for a party (the event “indemnitee”) to be entitled to any indemnification provided for under this Agreement with respect to, arising out of, or involving a claim or demand made by any Person against the indemnitee (a “Third-Party Claim”), such indemnitee must notify the party from whom indemnification hereunder is sought (the “indemnitor”) in writing of the Third-Party Claim no later than thirty (30) days after such claim or demand is first asserted. Such notice shall state in reasonable detail the amount or estimated amount of such claim, and shall identify the specific basis (or bases) for such claim, including the representations, warranties, covenants or obligations in this Agreement alleged to have been breached. Failure to give such notification shall not affect the indemnification provided hereunder, except and only to the extent the indemnitor shall have been materially prejudiced as a result of such failure. Thereafter, the indemnitee shall deliver to the indemnitor, without undue delay, copies of all notices and documents (including court papers received by the indemnitee) relating to the Third-Party Claim so long as any such disclosure could not reasonably be expected to have an adverse effect on the attorney-client or any other privilege that ▇▇▇▇▇ becomes aware may be available to the indemnitee in connection therewith. The indemnitor has the right to elect to assume and control the defense of a Third-Party Claim with counsel selected by the indemnitor by providing written notice thereof to the indemnitee within thirty (30) days of the receipt of notice of such Third-Party Claim from the indemnitee; provided, however, that Buyer (i) defense of such Third-Party Claim by the indemnitor does not, in good faith believes may result the reasonable judgment of the indemnitee, have a material adverse effect on the indemnitee, (ii) the indemnitor expressly agrees in a claim writing to be fully responsible for all Losses by or on behalf of an Indemnified Partyrelating to such Third-Party Claim and (iii) such Third-Party Claim solely seeks (and continues to seek) monetary damages and not include criminal charges (the conditions set forth in clauses (i) through (iii) are, Buyer collectively, the “Litigation Conditions”). If the indemnitor assumes such defense, the indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its sole discretion to determine own expense, separate from the counsel employed by the indemnitor, it being understood that the indemnitor shall control such defense and conduct that the indemnitor will not be liable for any legal expenses subsequently incurred by the indemnitee in connection with the defense of such Third-Party Claim; provided, however, that if (x) any of the Litigation Conditions ceases to be met, or (y) the indemnitor fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the indemnitee may assume the defense of such Third-Party Claim, and the indemnitor will be liable for all expenses paid or incurred in connection with such defense (subject to the limitations in this Article 9). Buyer shall be entitled If the indemnitor does not assume the defense of any Third-Party Claim, the indemnitee may continue to settle defend such claim and the indemnitor may still participate in, but not control, the defense of such Third-Party Claim at the indemnitor’s sole cost and expense. If the indemnitor so assumes the defense of any Third-Party Claim, the indemnitee shall reasonably cooperate with the indemnitor in the defense or prosecution thereof. Such cooperation shall include, at the expense of the indemnitor, the retention and (upon the indemnitor’s request) the provision to the indemnitor of records and information which are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The indemnitee (i) may settle, compromise or discharge in good faith any Third-Party Claim, the defense of which has not been assumed or is no longer being conducted by the indemnitor, without the consent of the Indemnifying Partyindemnitor’s prior written consent; provided that and (ii) shall agree to any settlement settlement, compromise or discharge of a Third-Party Claim that the indemnitor may recommend and that satisfies the criteria set forth in the following sentence. The indemnitor shall not, without the written consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defenseindemnitee, enforcement, enter into any settlement, compromise or resolution discharge or consent to the entry of any judgment that may be reasonably expected to have a material adverse effect on the business of indemnitee, that involves a customer or supplier of the indemnitee or that imposes any obligation or restriction upon the indemnitee (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court with respect to any injunctive or arbitration costsequitable relief) shall be included in or does not include as an unconditional term thereof the Losses for which Buyer shall be entitled giving by each claimant or plaintiff to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless indemnitee of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of release from all pleadings, notices, and communications liability with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. In 5.1 If the event that ▇▇▇▇▇ becomes aware Purchaser or the relevant Group Company has a right of recovery or indemnity against a person, including an insurer, in respect (in whole or in part) of a Third-Party matter which has given rise to or could give rise to a Claim that Buyer in good faith believes may result in (a claim for Losses by or on behalf “right of an Indemnified Partyrecovery”), Buyer shall have the Purchaser must: (a) notify the Management Parties’ Representatives of the right in its sole discretion of recovery as soon as reasonably practicable following it coming to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled to settle such Third-Party Claim without the consent notice of the Indemnifying PartyPurchaser or any member of the Purchaser Group; (b) exercise all reasonable commercial endeavours to mitigate its loss (including, where applicable, the exercise and enforcement of any such right of recovery); provided that and (c) provide the Management Parties’ Representatives and their advisers with such information and updates as the Management Parties’ Representatives reasonably require in respect of the exercise of any settlement such right of recovery. 5.2 The Management Parties will not be liable to make payment in respect of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such the Purchaser or the relevant Group Company has actually recovered from a third party’s) standard non-disclosure agreement , including an insurer, an amount which relates to the matter that gave rise to the Claim (in whole or in part). For the avoidance of doubt, this paragraph 5.2 shall not relieve the Management Parties from any liability to the extent that the amount so recovered (less the reasonable costs and expenses of making such materials contain confidential or proprietary information, except that, recovery) falls short of the amount of the Claim. 5.3 If the Management Parties pay an amount to the Purchaser in the case respect of a Tax Contest, Seller shall only have Claim and the right to receive copies of any written correspondence Purchaser subsequently recovers from a Tax Authority third party, including an insurer, an amount which relates (in whole or in part) to the matter that gave rise to the Claim (2, the Purchaser must notify the Management Parties’ Representatives of that fact and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability amount recovered and: (a) if the amount paid by the Management Parties to the Indemnified PartyPurchaser is less than the amount recovered from the third party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with Purchaser must pay the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented Management Parties an amount equal to the amount of any settlement or resolution that the Management Parties paid to the Purchaser; or (b) if the amount paid by Buyer of any such claim (which consent shall not be unreasonably withheldthe Management Parties to the Purchaser is more than the amount recovered from the third party, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent the Purchaser must pay the Management Parties an amount equal to the amount recovered from the third party, less, in each case, the reasonable costs and expenses of any recovering such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to third party amount incurred by the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionPurchaser Group.

Third Party Claims. In the event Acquirer becomes aware of a third-party claim that ▇▇▇▇▇▇▇▇ becomes aware of a Third-Party Claim that Buyer in good faith believes may result in a claim for Losses indemnification pursuant to this Article VIII by or on behalf of an Indemnified PartyPerson (a “Third Party Claim”), Buyer Acquirer shall have the right in its sole discretion to determine and conduct the defense of, and to settle or resolve, any such claim, including paying and/or agreeing to pay, in settlement or resolution of such Third-Party Claim. Buyer shall be entitled claim, any amounts to settle the third party making such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of claim (such amounts, collectively, a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages“Settlement Payment”). The costs and expenses incurred by the Indemnified Parties Acquirer in connection with any investigation, defense, enforcement, settlement, settlement or resolution of such claim and the enforcement and protection of its rights under this Agreement in respect thereof (including reasonable attorneys’ fees, other professionals’ and experts’ fees, reasonable fees and court or arbitration costs) (collectively, “Defense Costs,” which, for the avoidance of doubt, do not include a Settlement Payment itself), shall constitute Indemnifiable Damages for which the Indemnified Persons shall be included in indemnified to the Losses for which Buyer shall be entitled to receive extent an indemnification pursuant to an Indemnification Claim claim therefor is made hereunderunder this Article VIII, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether or not it is ultimately determined that such Thirdthird-party claim is itself indemnifiable under Section 8.2, and neither the Stockholders’ Agent nor any Indemnifying Party Claim arose out of, resulted from, shall have any power or was in connection authority to object to recovery by or on behalf of any Indemnified Person (against the Holdback Fund or otherwise) for any Indemnifiable Damages claimed with a matter listed in Section 7.2respect to such Defense Costs. Seller The Stockholders’ Agent shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Thirdthird-Party Claim party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, Person and subject to execution by Seller the Stockholders’ Agent of BuyerAcquirer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller Acquirer determines to settle or resolve any such third-party claim and make a Settlement Payment in connection therewith, Acquirer shall seek the consent of the Stockholders’ Agent to such Settlement Payment. If the Stockholders’ Agent (i) has consented to the amount of any settlement such Settlement Payment or resolution by Buyer of any (ii) unreasonably withholds, conditions or delays giving such claim consent to such Settlement Payment (which consent shall not be unreasonably withheld, conditioned, or delayed and which provided that such consent shall be deemed to have been given unless Seller the Stockholders’ Agent shall have objected within 20 15 days after a written request therefor for such consent by BuyerAcquirer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to then the existence and amount of Indemnifiable Damages with respect to such Settlement Payment shall be determinative and binding upon the Indemnifying Parties and neither the Stockholders’ Agent nor any such settlement or resolution, Seller Indemnifying Party shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim recovery by or on behalf of any Indemnified Party Person (against the Indemnification Holdback Fund or otherwise) for indemnity any Indemnifiable Damages claimed with respect to such settlement Settlement Payment. If the Stockholders’ Agent has not consented to such Settlement Payment and such consent was not either (i) unreasonably withheld, conditioned or resolutiondelayed or (ii) deemed given for failure to object within 15 days after a written request therefor, then the existence and amount of Indemnifiable Damages with respect to such Settlement Payment shall be determined in the manner applicable to indemnification claims made pursuant to this Article VIII. If Acquirer does not elect to conduct the defense of a Third Party Claim, then Acquirer shall timely provide the Stockholders’ Agent the right to defend such claim in a manner acceptable to Acquirer at the sole expense of the Stockholders’ Agent.

Third Party Claims. In the event that ▇▇▇▇▇ becomes aware of a addition to any other indemnification obligations Seller may have elsewhere in this Agreement, which are hereby incorporated in this Section 20.1(a) (Third-Party Claim that Buyer in good faith believes may result in a claim for Losses by or on behalf of an Indemnified PartyClaims), Buyer Seller shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defenseindemnify, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ feesdefend, and court hold harmless Company, its successors, permitted assigns, affiliates, controlling persons, directors, officers, employees, servants and agents, including but not limited to contractors, subcontractors and the employees of any of them (each, a “Indemnified Company Party”), from and against any Losses suffered, incurred or arbitration costs) shall be included in the Losses for sustained by any Indemnified Company Party or to which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunderany Indemnified Company Party becomes subject, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose resulting from, arising out of, resulted fromor relating to, any Claim due to any Claim (whether or not well founded, meritorious or unmeritorious) by a third party not controlled by, or was under common ownership and/or control with, Company (whether or not well founded, meritorious or unmeritorious) relating to (i) the Energy Storage Services or Seller’s development, permitting, deployment, ownership, operation and/or maintenance of the Facility or Company-Owned Interconnection Facilities (excluding‌ (A) if Seller constructs the Company-Owned Interconnection Facilities, the ownership, operation and/or maintenance of the Company-Owned Interconnection Facilities following the Transfer Date; or (B) if Company constructs the Company-Owned Interconnection Facilities, the construction, ownership, operation and/or maintenance of the Company-Owned Interconnection Facilities); (ii) any breach of Seller of its representations and warranties in connection with a matter listed Article 18 (Representations and Warranties); or (iii) any actual or alleged personal injury or death or damage to property, in Section 7.2. any way arising out of, incident to, or resulting directly or indirectly from the acts or omissions of any Indemnified Seller shall have the right to receive copies of all pleadingsParty or its agents or subcontractors, notices, except as and communications with respect to such Third-Party Claim to the extent that receipt any of the foregoing such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement Loss is attributable to the extent that such materials contain confidential negligence or proprietary information, except that, in the case willful misconduct of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the an Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolution.Company Party.‌

Third Party Claims. In the event that ▇▇▇▇▇ Acquirer becomes aware of a claim by a third party (a “Third-Party Claim Claim”) that Buyer Acquirer in good faith believes may result in a claim for Losses Indemnifiable Damages by or on behalf of an Indemnified PartyPerson, Buyer Acquirer shall have the right in its sole discretion to determine and conduct the defense of and to settle or resolve such Third-Party Claim. Buyer shall be entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneysHolders’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller Agent shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson, subject to execution by Seller the Holders’ Agent of BuyerAcquirer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary propriety information. However, except that, in the case of a Tax Contest, Seller Acquirer shall only have the right in its sole discretion to receive copies determine and conduct the defense of any written correspondence from a Tax Authority Third-Party Claim and the failure to provide any settlement, adjustment or compromise of such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected therebyThird-Party Claim. Unless otherwise consented to in writing in advance by Buyer Acquirer in its sole discretion, Seller the Holders’ Agent and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller the Holders’ Agent has consented to the amount of any settlement or resolution by Buyer Acquirer of any such claim (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed and which consent shall be deemed to have been given unless Seller the Holders’ Agent shall have objected within 20 30 days after a written request therefor by BuyerAcquirer), or if Seller the Holders’ Agent shall have been determined to have unreasonably withheld, conditioned, conditioned or delayed its consent to the amount of any such settlement or resolution, Seller shall not neither the Holders’ Agent nor any Converting Securityholder shall, subject to the limitations set forth in this Article VIII, have any power or authority to object under this Article VII VIII to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party Person against the Indemnification Holdback Shares Fund for indemnity with respect to such settlement or resolution, it being understood that, without the consent of the Holders’ Agent (such consent not to be unreasonably withheld, conditioned or delayed), such settlement or resolution by Acquirer shall not be dispositive of the existence of an indemnifiable claim or the amount of Indemnifiable Damages.

Third Party Claims. In (a) As from the event that ▇▇▇▇▇ date of this SPA, if the Purchaser becomes aware of a Third-Party Claim that Buyer in good faith believes may result in a claim for Losses by or on behalf of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of Dispute with a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution liable to constitute a Loss (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such a "Third-Party Claim arose out ofparty Claim"), resulted fromon the understanding that with regard to Taxes, or was in connection with only a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent reassessment proposal shall be deemed to have been constitute a Third-party Claim, the Purchaser must send a Claim to the Sellers’ Agents on the terms and within the timeframe (which shall be reduced appropriately according to the circumstances) set out in Clause 8.3(a). (b) The Purchaser shall provide the Sellers’ Agents with reasonable information to enable it, to the extent possible, to assess the potential Loss. (c) If the Purchaser delays sending this information to the Sellers’ Agents, the provisions of Clause 8.3(e) shall apply. (d) The Sellers’ Agents shall inform the Purchaser as soon as possible and within five (5) Business Days of receiving the above notice (or within an appropriate shorter timeframe in view of the circumstances if necessary) as to whether the Sellers wish to (i) help defend or (ii) conduct the defence of the Third-party Claim, on the condition that they irrevocably acknowledge (through the Sellers’ Agents) that the Loss is covered by the Guarantee. If a Third-party Claim is made directly against the Purchaser, the above option will not apply and the Sellers’ Agents may not conduct the relevant proceedings. (e) Involvement of the Sellers’ Agents in proceedings (1) If the Sellers’ Agents gives notice of the Sellers' intention to help defend the interests of the Purchaser or of the Group Companies within the above timeframe, the Purchaser undertakes: (A) to deliver to the Sellers’ Agents or its advisers (at the request of the Sellers’ Agents) a copy of the documents reasonably required to analyse the Third-party Claim which it has in its possession and that are reasonably requested by the Sellers’ Agents; (B) to ensure that the Sellers’ Agents is given unless Seller shall have objected within 20 days after the opportunity from the outset to help manage the Third-party Claim and is given sufficient notice of any meeting with the Third-Party involved, and that both the Sellers’ Agents and its advisers are able, at the expense of the Sellers’ Agents, to take part in and to be present during all related proceedings and are informed of developments in the proceedings; (C) to ensure, if so requested by the Sellers’ Agents, that an adviser of its choosing appointed at its expense liaises strictly in an advisory capacity with the adviser chosen by the Purchaser and is able to take part in the discussions, decisions and meetings (held in person or otherwise) concerning the Third-party Claim and to defend the interests of the Purchaser or of the relevant Group Company (as the case may be); (D) to ensure that suggestions made by the Sellers’ Agents are assessed in good faith (including suggestions as to whether to initiate legal proceedings and exercise any appropriate remedy); and (E) to ensure that Third-party Claims are managed fairly with regard to the Sellers, in accordance with the terms of this SPA. (2) Conduct of proceedings by the Sellers’ Agents (A) If the Sellers choose to conduct proceedings in relation to a written request therefor by BuyerThird-party Claim in accordance with the provisions of this Clause 8.4(d)(2), the Sellers’ Agents may decide how to defend the Third-party Claim (and select advisers). The Purchaser undertakes to strictly follow instructions received from the Sellers’ Agents, providing that they are reasonable, on the understanding that the Purchaser shall not be required to do anything that is not within its corporate or if Seller business interests or in the corporate or business interests of the Group Companies. (B) In particular, the Purchaser undertakes to authorise the Sellers’ Agents (with the option to sub-delegate their authority to any advisers chosen solely by the Sellers’ Agents) to represent the Group Companies in the relevant proceedings. Pursuant to this authorisation, the Sellers’ Agents shall have been determined (i) take reasonable steps to have unreasonably withhelddispute the Third-party Claim, conditioned, or delayed its consent (ii) keep the Purchaser continually informed of developments in the proceedings and promptly deliver to the amount Purchaser a copy of any such settlement or resolutionthe notices, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim written communications and procedural documents (including legal documents) prepared by or on behalf of any Indemnified Party against party to the Indemnification Holdback Fund for indemnity proceedings and (iii) manage the Third-party Claim fairly as regards the Purchaser and the Group Companies, in accordance with respect the terms of this SPA. (C) The Purchaser undertakes to such co-operate with the Sellers’ Agents and its advisers, on the understanding that the Sellers’ Agents must take reasonable steps to keep confidential all information that the Purchaser is required to keep confidential as well as all commercially-sensitive information, and preserve attorney-client privilege. (D) The Sellers’ Agents must not accept any liability, and no withdrawal of proceedings, waiver of a right, non-exercise of a right, amicable settlement or resolutionsettlement agreement must be effected or entered into without the prior written consent of the Purchaser, such consent not to be unreasonably delayed or withheld (with regard to the urgency of the proceedings).

Third Party Claims. In LICENSEE shall use its best efforts to detect any possible infringements, claims or actions in derogation of any Licensed Rights by any third parties in the event that ▇▇▇▇▇ becomes aware Territory (each, a "THIRD PARTY CLAIM" and collectively, "THIRD PARTY CLAIMS") and shall notify MOSSIMO promptly of a Third-any such Third Party Claims. Subject to Section 7.7(b), LICENSEE shall take all necessary action on account of such Third Party Claims to protect the Licensed Rights. If LICENSEE initiate any legal proceedings on account of any such Third Party Claim, MOSSIMO shall cooperate with and assist LICENSEE to the extent reasonably necessary to protect the Licensed Rights (other than the payment of fees and expenses by MOSSIMO). If MOSSIMO elects to participate in or assume responsibility for any legal proceedings on account of any Third Party Claim that Buyer pursuant to Section 7.7(b), and/or if a third party licensee of MOSSIMO participates in good faith believes may result in a claim for Losses any such Third Party Claim pursuant to Section 7.7(b), LICENSEE shall cooperate with and assist MOSSIMO and/or such third party licensee to the extent reasonably necessary to protect the Licensed Rights. LICENSEE shall provide courtesy copies of all correspondence related to Third Party Claims to MOSSIMO and any attorney designated by MOSSIMO. In no event shall LICENSEE resolve, settle or on behalf otherwise dispose of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled to settle such Third-any Third Party Claim without the consent prior written approval of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party MOSSIMO. LICENSEE shall not impose criminal liability or damages. The costs bear all fees and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlementlegal proceedings related to any Third Party Claim and shall be the sole recipient of any damages received from such proceedings; PROVIDED, adjustment or compromise thereofHOWEVER, that in the event MOSSIMO and/or a third party licensee of MOSSIMO participates in the legal proceedings related to such Third Party Claim pursuant to Section 7.7(b); provided that Seller , MOSSIMO and/or such third party licensee of MOSSIMO shall have share in the right to have their reasonable comments and feedback with respect expenses related to the conduct of the defense of any Third-Third Party Claim considered by Buyer or in such amounts as MOSSIMO determines in its counsel sole and complete discretion and the damages received from such Third Party Claim shall be shared in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented proportion to the amount expenses borne by each of them. At the end of each month during the Term, LICENSEE shall provide MOSSIMO with a status report that summarizes any settlement or resolution Third Party Claim activities undertaken by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionLICENSEE.

Third Party Claims. In the event that ▇▇▇▇▇ Buyer becomes aware of a Thirdthird-Party Claim that party claim which Buyer in good faith believes may result in a claim for Losses indemnification under this Article VII by or on behalf of an a Buyer Indemnified PartyPerson, Buyer shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled and to settle or resolve any such Third-Party Claim without claim (and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The reasonable costs and expenses incurred by the Indemnified Parties Buyer in connection with such defense, enforcement, settlement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, fees and court or arbitration costs) shall be included in the Losses Indemnifiable Damages for which Buyer shall be entitled to receive may seek indemnification pursuant to an Indemnification Claim a claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2). Seller The Representative shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Thirdthe third-Party Claim party claim to the extent that receipt of such documents does not affect any privilege relating to any Buyer Indemnified PartyPerson and shall be entitled, subject at its expense, to execution by Seller participate in, but not to determine or conduct, any defense of Buyer’s (and, if required, such third party’s) standard nonthe third-disclosure agreement to the extent that such materials contain confidential party claim or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or settlement negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct third-party claim. However, except with the consent of the defense of any Third-Party Claim considered by Buyer or its counsel in good faithRepresentative, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed and which consent shall be deemed to have been given unless Seller the Representative shall have objected within 20 twenty (20) days after a written request therefor for such consent by Buyer), no settlement or if Seller resolution by Buyer of any claim that gives rise to a claim for indemnification by or on behalf of a Buyer Indemnified Person shall have been determined to have unreasonably withheld, conditioned, be determinative of the existence of or delayed its consent to the amount of Indemnifiable Damages relating to such matter. In the event that the Representative has consented to any such settlement or resolution, Seller the Representative shall not have any power or authority to object under Section 7.5 or any other provision of this Article VII to the amount of any Indemnification Claim claim by or on behalf of any Buyer Indemnified Party Person against the Indemnification Holdback Fund Escrow Shares or otherwise for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that ▇▇▇▇▇ Parent becomes aware of a Third-Third- Party Claim that Buyer Parent in good faith believes may result in a claim for Losses by or on behalf of an Indemnified Party, Buyer Parent shall have the right in its sole discretion to determine and conduct the defense of and, subject to the proviso hereto, to settle or otherwise resolve such Third-Party Claim. Buyer shall be entitled to settle such Third-Party Claim without , and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties Parent or its Affiliates in connection with defense, enforcement, settlement, or resolution (including reasonable out-of-pocket attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer Parent shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 7.02 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.27.02; provided, however, that Indemnified Parties shall not agree to any settlement or resolution of any such Third- Party Claim without the prior written consent of the Shareholder Representative (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless the Shareholder Representative shall have objected within thirty (30) days after a written request therefor by Parent). Seller The Shareholder Representative shall have the right to receive receive, and Parent shall reasonably promptly provide to the Shareholder Representative, copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller and Parent shall keep the Shareholder Representative reasonably apprised of Buyer’s (and, if required, the status of such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority Third- Party Claim and the failure to provide any such copies defense thereof, and shall not relieve Seller or Seller Parent of any obligation or liability to consider in good faith recommendations made by the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected therebyShareholder Representative with respect thereto. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller The Shareholder Representative and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments at its own cost and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claimexpense. In the event that Seller the Shareholder Representative has consented to the amount of any settlement or resolution by Buyer Parent of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer)Third-Party Claim, or if Seller the Shareholder Representative shall have been determined by a court of competent jurisdiction to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller neither the Shareholder Representative nor any Shareholder shall not have any power or authority to object under this Article VII ARTICLE 7 to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. (a) If any third party shall notify Acquiror or its affiliates with respect to any matter (hereinafter referred to as a "Third Party Claim"), ----------------- which may result in Damages, then Acquiror shall give prompt notice to Stockholders' Agents (and in any event within 30 days) of Acquiror becoming aware of any such Third Party Claim or of facts upon which any such Third Party Claim will be based setting forth such material information with respect to the Third Party Claim as is reasonably available to Acquiror; provided, however, that no delay or failure on the part of Acquiror in notifying Stockholders' Agents shall relieve Stockholders from any obligation hereunder unless Stockholders are thereby prejudiced (and then solely to the extent of such prejudice). The Former Target Stockholders shall not be liable for any attorneys fees or expenses incurred by Acquiror prior to Acquiror's giving notice to Stockholders' Agents of a Third Party Claim. (b) In case any Third Party Claim is asserted against Acquiror or its affiliates, and Acquiror notifies Stockholders' Agents thereof pursuant to Section 10.11(a) above, Stockholders' Agents will be entitled, if they so elect by written notice delivered to Acquiror within 30 days after receiving Acquiror's notice, to assume the defense thereof, at the expense of Stockholders' Agents (independent of the Escrow Fund), so long as (i) Acquiror has reasonably determined that Damages which may be incurred as a result of the Third Party Claim do not exceed either individually, or when aggregated with all other Third Party Claims, the total dollar value of the Escrow Shares determined in accordance with the Escrow Agreement; (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief; (iii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of Acquiror, likely to establish a precedential custom or practice adverse to the continuing business interests of Acquiror which could have a material adverse effect on the business or operations of Acquiror; and (iv) counsel selected by Stockholders' Agents is reasonably acceptable to Acquiror. If Stockholders' Agents so assume any such defense, they shall conduct the defense of the Third Party Claim actively and diligently. Stockholders' Agents shall not compromise or settle such Third Party Claim or consent to entry of any judgment in respect thereof without the prior written consent of Acquiror. (c) In the event that ▇▇▇▇▇ becomes aware of a Third-Party Claim that Buyer in good faith believes may result in a claim for Losses by or on behalf of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct Stockholders' Agents assume the defense of such Third-the Third Party Claim in accordance with Section 10.11(b) above, Acquiror or its affiliates may retain separate counsel and participate in the defense of the Third Party Claim. Buyer , but the fees and expenses of such counsel shall be entitled at the expense of Acquiror unless Acquiror or its affiliates shall reasonably determine that there is a material conflict of interest between or among Acquiror or its affiliates and Stockholders with respect to settle such Third-Third Party Claim, in which case the reasonable fees and expenses of such counsel will be borne by the Former Target Stockholders. Acquiror or its affiliates will not 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 Stockholders' Agents. Acquiror will cooperate in the Indemnifying Party; provided that any settlement defense of a Third-the Third Party Claim without and will provide full access to documents, assets, properties, books and records reasonably requested by Stockholders' Agents and material to the consent claim and will make available all officers, directors and employees reasonably requested by Stockholders' Agents for investigation, depositions and trial. (d) In the event that Stockholders' Agents fail or elect not to assume the defense of Acquiror or its affiliates against such Third Party Claim, which Stockholders' Agents had the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled right to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification assume under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of10.2(b) above, resulted from, (i) Acquiror or was in connection with a matter listed in Section 7.2. Seller its affiliates shall have the right to receive copies of all pleadings, notices, undertake the defense and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’sii) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies Acquiror shall not relieve Seller compromise or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-settle such Third Party Claim or consent to entry of any action related judgment in respect thereof without the prior written consent of Stockholders' Agents. In the event that the Stockholders' Agents are not entitled to assume the defense of Acquiror or its affiliates against such Third-Third Party Claim (including any discussions pursuant to Section 10.2(b) above, Acquiror or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller its affiliates shall have the right to have their reasonable comments and feedback undertake the defense, consent to the entry of any judgment or enter into any settlement with respect to the conduct of the defense of any Third-Third Party Claim considered by Buyer in any manner it may deem appropriate (and Acquiror or its counsel in good faithaffiliates need not consult with, including the reasonable opportunity to review and comment in advance on or obtain any written submissions made consent from, Stockholders' Agents in connection therewith); provided, however, that except with such Third-Party Claim. In the event that Seller has consented to the amount written consent of any Stockholders' Agents, no settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount entry of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity judgment with respect to such settlement Third Party Claim shall alone be determinative of the validity of the claim against the Escrow Fund. In each case, Acquiror or resolutionits affiliates shall conduct the defense of the Third Party Claim actively and diligently, and Former Target Stockholders and Stockholders' Agents will cooperate with Acquiror or its affiliates in the defense of that claim and will provide full access to documents, assets, properties, books and records reasonably requested by Acquiror and material to the claim and will make available all individuals reasonably requested by Acquiror for investigation, depositions and trial.

Third Party Claims. In 7.3.1 Promptly after the event that ▇▇▇▇▇ becomes aware assertion by any third party of a Third-Party Claim that Buyer any claim against any WSU Indemnitees that, in good faith believes the judgment of WSU, may result in a claim the incurrence by any WSU Indemnitees of Losses for Losses by or on behalf of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct the defense of which such Third-Party Claim. Buyer shall WSU Indemnitees would be entitled to settle indemnification hereunder, WSU shall deliver to Licensee written notice with respect to such Third-Party Claim without claim, and Licensee may, at its option within thirty (30) days after receipt of such notice, but not in any event after the consent settlement or compromise of such claim, assume the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution defense (including settlement negotiations) of WSU Indemnitees against such claim (including the employment of counsel, who shall be satisfactory to WSU, and the payment of expenses). Notwithstanding the foregoing, if WSU determines that there is a reasonable attorneys’ feesprobability that a claim may materially and adversely affect it, other professionals’ and experts’ feesthan as a result of money payments required to be reimbursed by Licensee under this Section 7, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller WSU shall have the right to receive copies of all pleadingsdefend, noticescompromise or settle such claim or suit; provided, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Partyfurther, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential settlement or proprietary informationcompromise shall not, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise unless consented to in writing by Licensee, be relevant as to the liability of Licensee to WSU Indemnitees. 7.3.1 If Licensee participates in advance or assumes the defense of any claim asserted by Buyer in its sole discretiona third party, Seller the WSU Indemnitees, Licensee and its respective Affiliates may not participate counsel shall cooperate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlementdefense against, adjustment or compromise thereof); provided that Seller of, such asserted liability. The WSU Indemnitees shall have the right to employ separate counsel in any such action or claim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be an expense of the Licensee unless: (i) the Licensee shall have their reasonable comments and feedback with respect failed, within thirty (30) days after having been notified in writing by WSU of the existence of such claim, to the conduct of assume the defense of such claim or (ii) the employment of such counsel has been specifically authorized by the Licensee. If there is a final judgment for the plaintiff in any Third-Party Claim considered such action, or if there is a settlement of any such action effected with the consent of Licensee, Licensee shall indemnify and hold harmless the WSU Indemnitees from and against any loss or liability by Buyer reason of judgment or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. settlement. 7.3.2 In the event that Seller has consented Licensee shall decline to participate in or assume the defense of a claim asserted by a third party, prior to paying or settling any claim against which Licensee is, or may be, obligated under this Section 7 to indemnify WSU Indemnitees, WSU shall first provide Licensee with a copy of a final court judgment or decree holding WSU Indemnitees liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. WSU’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise shall not relieve Licensee of any of its indemnification obligations contained in this Section 7, except where, and solely to the amount extent that, such failure actually and materially prejudices the rights of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutionLicensee.

Third Party Claims. In the event that ▇▇▇▇▇ Acquirer becomes aware of a Thirdthird-party claim (a “Third Party Claim that Buyer in good faith believes Claim”) which Acquirer reasonably expects may result in a demand against the Escrow Fund or, if the amount of Losses exceeds the available Escrow Amount, against the Company Securityholders, Acquirer shall promptly notify the Securityholder Representative of such claim for Losses by or and the Securityholder Representative shall be entitled, at its expense, to participate in any defense of such claim on behalf of an Indemnified Party, Buyer the Company Securityholders. Acquirer shall have the right in its sole discretion to determine and conduct the defense of such Third-settle any Third Party Claim. Buyer shall be entitled to settle such Third-; provided, however, that if Acquirer settles any Third Party Claim without the Securityholder Representative’s consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, withheld or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyerdelayed), or such settlement shall not be dispositive in the event Acquirer makes a claim against the Escrow Fund or, if Seller shall have been determined to have unreasonably withheldthe amount of Losses exceeds the available Escrow Amount, conditionedagainst the Company Securityholders, or delayed its consent with respect to the amount of Losses incurred by Acquirer in connection with such Third Party Claim or whether Acquirer is entitled to indemnification hereunder with respect thereto. In the event that the Securityholder Representative has consented to any such settlement or resolutionsettlement, Seller the Company Securityholders shall not have any no power or authority to object under any provision of this Article VII 6 to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party Acquirer against the Indemnification Holdback Escrow Fund for indemnity or, if the amount of Losses exceeds the available Escrow Amount, against the Company Securityholders with respect to the amount of Losses incurred by Acquirer in such settlement or resolutionsettlement.

Third Party Claims. (i) If any third party shall notify Parent or its affiliates hereto with respect to any matter (hereinafter referred to as a "THIRD PARTY CLAIM"), which may give rise to a claim by Parent against the Escrow Fund, then Parent shall give notice to the Securityholder Agent within 30 days of Parent's becoming aware of any such Third Party Claim or of facts upon which any such Third Party Claim will be based setting forth such material information with respect to the Third Party Claim as is reasonably available to Parent; PROVIDED, HOWEVER, that no delay or failure on the part of Parent in notifying the Securityholder Agent shall relieve the Securityholder Agent and the Company Stockholders from any obligation hereunder unless the Securityholder Agent and the Company Stockholders are thereby materially prejudiced (and then solely to the extent of such prejudice). (ii) In case any Third Party Claim is asserted against Parent or its affiliates, and Parent notifies the Securityholder Agent thereof pursuant to Section 7.2(i)(i) herein, the Securityholder Agent and the Company Stockholders will be entitled, if the Securityholder Agent so elects by written notice delivered to Parent within 30 days after receiving Parent's notice, to assume the defense thereof, at the expense of the Company Stockholders independent of the Escrow Fund if: a) Parent has reasonably determined that Losses which may be incurred as a result of the Third Party Claim do not exceed either individually, or when aggregated with all other Third Party Claims, the total dollar value of the Escrow Fund determined in accordance with Section 7.2(d)(ii) hereof; b) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief; c) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of Parent, likely to establish a precedential custom or practice adverse to the continuing business interests of Parent; and d) counsel selected by the Securityholder Agent is reasonably acceptable to Parent. If the Securityholder Agent and the Company Stockholders so assume any such defense, the Securityholder Agent and the Company Stockholders shall conduct the defense of the Third Party Claim actively and diligently. The Securityholder Agent and the Company Stockholders shall not compromise or settle such Third Party Claim or consent to entry of any judgment in respect thereof without the prior written consent of Parent and/or its affiliates, as applicable. (iii) In the event that ▇▇▇▇▇ becomes aware of a Third-Party Claim that Buyer in good faith believes may result in a claim for Losses by or on behalf of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct Securityholder Agent assumes the defense of such Third-the Third Party Claim in accordance with Section 7.2(i)(ii) above, Parent or its affiliates may retain separate counsel and participate in the defense of the Third Party Claim. Buyer , but the fees and expenses of such counsel shall be entitled at the expense of Parent unless Parent or its affiliates shall reasonably determine that there is a material conflict of interest between or among Parent or its affiliates and the Securityholder Agent and the Company Stockholders with respect to settle such Third-Third Party Claim, in which case the reasonable fees and expenses of such counsel will be borne by the Securityholder Agent and the Company Stockholders out of the Escrow Fund. Parent or its affiliates will not 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 Indemnifying Party; provided that any settlement Securityholder Agent. Parent will cooperate in the defense of a Third-the Third Party Claim without and will provide full access to documents, assets, properties, books and records reasonably requested by Securityholder Agent and material to the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs claim and expenses incurred by the Indemnified Parties in connection with defensewill make available all officers, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ feesdirectors, and court or arbitration costs) shall be included in the Losses employees reasonably requested by Securityholder Agent for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunderinvestigation, depositions, and trial. (iv) In the event that the Securityholder Agent fails or elects not to assume the defense of Parent or its affiliates against such costs and expenses shall constitute Losses subject Third Party Claim, which Securityholder Agent had the right to indemnification assume under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of7.2(i)(ii) above, resulted from, Parent or was in connection with a matter listed in Section 7.2. Seller its affiliates shall have the right to receive copies of all pleadings, noticesundertake the defense, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies Parent shall not relieve Seller compromise or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-settle such Third Party Claim or consent to entry of any action related judgment in respect thereof without the prior written consent of Securityholder Agent. In the event that the Securityholder Agent is not entitled to assume the defense of Parent or its affiliates against such Third-Third Party Claim (including any discussions pursuant to Section 7.2(i)(ii) above, Parent or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller its affiliates shall have the right to have their reasonable comments and feedback undertake the defense, consent to the entry of any judgment or enter into any settlement with respect to the conduct Third Party Claim in any manner it may deem appropriate (and Parent or its affiliates need not consult with, or obtain any consent from, the Securityholder Agent in connection therewith); PROVIDED, HOWEVER, that except with the written consent of the defense of any Third-Party Claim considered by Buyer or its counsel in good faithSecurityholder Agent, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any no settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount entry of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity judgment with respect to such settlement Third Party Claim shall alone be determinative of the validity of the claim against the Escrow Fund. In each case, Parent or resolutionits affiliates shall conduct the defense of the Third Party Claim actively and diligently, and the Securityholder Agent and the Company Stockholders will cooperate -57- with Parent or its affiliates in the defense of that claim and will provide full access to documents, assets, properties, books and records reasonably requested by Parent and material to the claim and will make available all individuals reasonably requested by Parent for investigation, depositions, and trial.

Third Party Claims. In the event that ▇▇▇▇▇ Acquirer becomes aware of a claim by a third party (a “Third-Party Claim Claim”) that Buyer Acquirer in good faith believes may result in a claim for Losses Indemnifiable Damages by or on behalf of an Indemnified PartyPerson, Buyer Acquirer shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled and (with the consent of the Stockholders’ Agent to the extent described below) to settle or resolve such Third-Party Claim without (and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties Acquirer in connection with such defense, enforcement, settlement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, fees and court or arbitration costs) shall be included in the Losses Indemnifiable Damages for which Buyer Acquirer shall be entitled to receive indemnification pursuant to an Indemnification Claim a claim made hereunder, and such costs and expenses shall constitute Losses Indemnifiable Damages subject to indemnification under Section 7.2 8.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, from or was in connection with a matter listed in Section 7.28.2), provided, however, that Acquirer (x) shall consult with the Stockholders’ Agent prior to effecting any settlement or compromise of any Third-Party Claim and (y) any settlement that is effected without the consent of the Stockholders’ Agent shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter unless (i) the Third-Party Claim seeks injunctive relief or any other form of relief besides monetary damages, or (ii) the Stockholders’ Agent unreasonably conditions, withholds or delays its consent to such settlement or compromise. Seller The Stockholders’ Agent shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected therebyPerson. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller The Stockholders’ Agent shall have the right to have their reasonable comments and feedback with respect to participate, at the conduct expense of the Converting Holders, in (but not control) the defense of any Third-Party Claim considered by Buyer or its counsel in good faithClaims, including which participation shall include the reasonable opportunity right to review receive copies of all pleadings and comment correspondence and consult in advance on with Acquirer regarding any written submissions made material actions to be taken in connection with such Third-Party ClaimClaims. In the event that Seller the Stockholders’ Agent has consented to the amount of any settlement or resolution by Buyer Acquirer of any such claim (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed and which consent shall be deemed to have been given unless Seller the Stockholders’ Agent shall have objected within 20 30 days after a written request therefor by BuyerAcquirer), or if Seller the Stockholders’ Agent shall have been determined to have unreasonably withheld, conditioned, conditioned or delayed its consent to the amount of any such settlement or resolution, Seller resolution or if consent shall not be required pursuant to clause (i) of the proviso to the first sentence of this Section 8.8, neither the Stockholders’ Agent nor any Converting Holder shall have any power or authority to object under this Article VII VIII to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party Person against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. (a) In the event that ▇▇▇▇▇ Acquiror becomes aware of a Thirdthird-Party Claim that Buyer in good faith party claim which Acquiror believes may result in a claim for Losses against the Escrow Fund or an Effective Time Holder by or on behalf of an Indemnified PartyPerson, Buyer Acquiror shall promptly notify the Shareholders' Agent of such third-party claim, provided however that no delay in providing such notice shall affect an Indemnified Person's rights hereunder, unless (and then only to the extent that) the Effective Time Holders are materially prejudiced thereby. Acquiror shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled and to settle or resolve any such Third-Party Claim without claim (and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses so incurred by the Indemnified Parties Acquiror in connection with such defense, enforcement, settlement, settlement or resolution (including reasonable attorneys’ ' fees, other professionals’ ' and experts’ fees, ' fees and court or arbitration costs) shall be included in the Losses Indemnifiable Damages for which Buyer shall be entitled to receive Acquiror may seek indemnification pursuant to an Indemnification Claim a claim made hereunder). The Shareholders' Agent shall reasonably cooperate with Acquiror in the defense of such third-party claim, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Thirdthe third-Party Claim party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson and shall be entitled, subject at its expense, to execution by Seller participate in, but not to determine or conduct, any defense of Buyer’s (and, if required, such third party’s) standard nonthe third-disclosure agreement to the extent that such materials contain confidential party claim or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or settlement negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct third-party claim. However, except with the consent of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim Shareholders' Agent (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed and which consent shall be deemed to have been given unless Seller the Shareholders' Agent shall have objected within 20 15 days after a written request therefor for such consent by BuyerAcquiror), no settlement or if Seller resolution of any such claim with any third-party claimant shall have been determined to have unreasonably withheld, conditioned, be determinative of the existence of or delayed its consent to the amount of Indemnifiable Damages relating to such matter (but other than settlement or resolution entered into at any time following the lapse of three (3) months after the Closing Date with any Company Optionholder that has not executed the letter in substantially the form of Exhibit H prior to or on Closing or such other form of reasonably acceptable form of release). In the event that the Shareholders' Agent has consented to any such settlement or resolution, Seller neither the Shareholders' Agent nor any Effective Time Holder shall not have any power or authority to object under (including pursuant to Section 8.5 or any other provision of this Article VII VIII) to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund Person for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that ▇▇▇▇▇ Acquiror becomes aware of a Thirdthird-Party Claim that Buyer in good faith party claim which Acquiror believes may result in a claim for Losses against the Holdback Amount or, if the Holdback Amount has been previously released pursuant to Section 9.4, against the Effective Time Holders by or on behalf of an Indemnified PartyPerson, Buyer Acquiror shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer shall be entitled and to settle or resolve any such Third-Party Claim without claim (and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties Acquiror in connection with such defense, enforcement, settlement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, fees and court or arbitration costs) shall be included in the Losses Indemnifiable Damages for which Buyer shall be entitled to receive Acquiror may seek indemnification pursuant to an Indemnification Claim a claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2). Seller The Stockholders’ Agent shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Thirdthe third-Party Claim party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson and shall be entitled, subject at its expense, to execution by Seller participate in, but not to determine or conduct, any defense of Buyer’s (and, if required, such third party’s) standard nonthe third-disclosure agreement to the extent that such materials contain confidential party claim or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or settlement negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct third-party claim. However, except with the consent of the defense of any Third-Party Claim considered by Buyer or its counsel in good faithStockholders’ Agent, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed and which consent shall be deemed to have been given unless Seller the Stockholders’ Agent shall have objected within 20 15 days after a written request therefor for such consent by Buyer)Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against the Holdback Amount or, if Seller the Holdback Amount has been previously released pursuant to Section 9.4, against the Effective Time Holders by or on behalf of an Indemnified Person shall have been determined to have unreasonably withheld, conditioned, be determinative of the existence of or delayed its consent to the amount of Indemnifiable Damages relating to such matter. In the event that the Stockholders’ Agent has consented to any such settlement or resolution, Seller neither the Stockholders’ Agent nor any Effective Time Holder shall not have any power or authority to object under Section 9.5 or any other provision of this Article VII ARTICLE IX to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party Person against the Indemnification Holdback Fund Amount or, if the Holdback Amount has been previously released pursuant to Section 9.4, against the Effective Time Holders for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that ▇▇▇▇▇ Parent becomes aware of a Third-third party claim (a “Third Party Claim that Buyer in good faith Claim”) which Parent reasonably believes may result in a demand for indemnification pursuant to this Article VII, Parent shall promptly notify the Escrow Agent (if the Third Party Claim is made by Parent prior to the release of the Escrow Fund) and the Stockholder Representative in writing of such claim. If the Third Party Claim may result in a claim for Losses by or on behalf of an Indemnified Partyagainst the Escrow Fund, Buyer the Stockholder Representative shall have 30 days after receipt of the right in Parent’s notice of a given Third-Party Claim to elect, at its sole discretion option, to determine and conduct assume the defense of any such Third-Party Claim. Buyer shall be entitled to settle such Third-Party Claim without , in which case: (i) the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, fees and court or arbitration costs) shall be included costs incurred by the Stockholder Representative in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that connection with defending such Third-Party Claim arose out of, resulted from, shall be payable by such Stockholder Representative; (ii) the Parent shall not be entitled to be indemnified for any costs or was expenses incurred by the Parent in connection with the defense of such Third-Party Claim; (iii) the Parent shall be entitled to monitor such defense at its expense; (iv) the Parent shall make available to the Stockholder Representative all books, records and other documents and materials that are under the direct or indirect control of the Parent or any of its Subsidiaries or other Affiliates and that the Stockholder Representative considers necessary or desirable for the defense of such Third-Party Claim; (v) the Parent shall execute such documents and take such other actions as the Stockholder Representative may reasonably request for the purpose of facilitating the defense of, or any settlement, compromise or adjustment relating to, such Third-Party Claim; (vi) the Parent shall otherwise fully cooperate as reasonably requested by the Stockholder Representative in the defense of such Third-Party Claim; and (vii) the Stockholder Representative shall not enter into any agreement providing for the settlement or compromise of such Third-Party Claim or the consent to the entry of a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications judgment with respect to such Third-Party Claim to without the extent that receipt prior written consent of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditionedconditioned or delayed) if such settlement agreement imposes on the Parent or any of its Subsidiaries or other Affiliates any obligation other than an obligation to pay monetary Damages in an amount less than the Escrow Fund. If the Stockholder Representative elects not to, or delayed is not entitled to, defend such Third-Party Claim, then (i) the Parent shall diligently defend such Third-Party Claim and which consent shall be deemed to have been given unless Seller (ii) the Parent shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined no right to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object seek indemnification under this Article VII in respect of such Third-Party Claim for any agreement providing for the settlement or compromise of such Third-Party Claim or the consent to the amount entry of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity a judgment with respect to such settlement Third-Party Claim entered into without the prior written consent of the Stockholder Representative (which consent shall not be unreasonably withheld, conditioned or resolutiondelayed).

Third Party Claims. In If, following the event that ▇▇▇▇▇ Closing Date, the Buyer or any Group Company becomes aware of any third party claim or potential claim against itself (a Third-“Third Party Claim”) which might lead to a Claim being made, including any audit, court proceeding or other dispute that affects the Group Companies and for which Total or the Sellers may be required to indemnify the Buyer pursuant to this Section 9: (a) the Buyer shall not (and shall ensure that the Group Companies shall not) make any admission of liability, settlement or compromise and shall notify Total of the Third Party Claim within twenty- (20)- Business Days of the Buyer or the Group Company becoming aware of such Third Party Claim (or when an action is required from the Buyer or a Group Company before a certain date subject to the Buyer or such Group Company’s forfeiting its rights, no later than five- (5)- Business Days prior to such date) (the “Buyer Notice”); provided that the failure of the Buyer in good faith believes may result in to notify Total of any Third Party Claim within such period shall only relieve Total and the Sellers of their indemnity obligations hereunder if they are prejudiced by such failure and then only to the extent of the prejudice so caused. The Buyer Notice shall constitute a claim for Losses Claim and shall include all of the information set out at Section 9.2 above; (b) within twenty- (20)- Business Days of the Buyer Notice having been served by or on behalf of an Indemnified Partythe Buyer, Total shall inform the Buyer shall have the right in its sole discretion whether it wishes to determine and conduct the defense of such Third Party Claim on its own and at its own expense (which right to conduct said defense shall include the right to control and conduct any discussions or negotiations with any party in anticipation or pursuant to a claim being formally made against the Buyer or a Group Company); provided that Total shall not be entitled to conduct the defense of such Third Party Claim if it does not acknowledge, in writing, its obligation to fully indemnify such Third Party Claim. (c) if Total notifies the Buyer of its intention to conduct the defense of the Third Party Claim, Total shall retain counsel at its own expense to defend the interests of the Buyer or the Group Company involved. At Total’s request and expense, the Buyer shall present or shall cause the applicable Group Company to present all arguments, submit all pleadings, take all actions, file all counterclaims and more generally cooperate with Total and the counsel appointed by Total. The Buyer shall provide, and shall cause the applicable Group Company to provide, at Total’s expense, Total with all information or documents in relation to said Third-Party ClaimClaim which Total may reasonably request. The Buyer and the Group Companies shall be entitled to settle such Third-retain counsel, at their own expense, to assist in the defense of any Third Party Claim without claims that Total elects to defend pursuant to Section 9.4. Total shall consult with the consent of Buyer or the Indemnifying Party; provided that applicable Group Company about any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties strategic decision made in connection with defense, enforcement, settlement, the proceedings undertaken for the purpose of defending the interests of the Buyer or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer such Group Company. Total shall be entitled to receive indemnification enter into any settlement of any Third Party claims that Total elects to defend pursuant to an Indemnification Claim made hereunder, and Section 9.4 to the extent (i) each claimant in such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Third Party Claim arose out of, resulted from, has given to the Buyer or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of any Group Company involved an unconditional release from all pleadings, notices, and communications liability with respect to such Third-Third Party Claim, and (ii) such settlement shall not include any undertakings creating obligations for the Group Companies continuing after the date of such settlement (other than permanent releases and waivers of claims relating to the subject matter of the settlement). (d) if Total notifies the Buyer of its intention not to conduct the defense of the Third Party Claim, or if it fails to reply to the Buyer Notice within the time limit set out in paragraph (b) above, the Buyer or the Group Company involved shall conduct the defense of such Third Party Claim on its own. In such a case, the Buyer or the Group Company involved shall be free to take any action, which it may deem necessary in order to defend the interests of the Buyer or the Group Company involved. If Total provides written acknowledgement to the extent that receipt Buyer and/or the Group Companies of such documents does not affect its obligations to fully indemnify the Buyer or the Group Companies, as applicable, for any privilege relating Losses related to any Indemnified Partya particular Third Party Claim, subject to execution by Seller of Buyer’s (andthen, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies Buyer shall not relieve Seller enter into any settlement or Seller Parent withdraw from proceedings without having obtained the prior written consent of Total. In addition, the Buyer shall consult and cause the Group Company involved to consult Total about any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations strategic decision made in connection with the settlementproceedings undertaken for the purpose of defending the interests of the Buyer or such Group Company. Should Total be liable for the underlying Loss, adjustment Total and the Sellers shall indemnify the Buyer or compromise thereof); provided that Seller shall have any of the right to have their reasonable comments and feedback with respect to Group Companies for the conduct costs of the defense of any Third-such Third Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with shall pay such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutioncosts as they are incurred.

Third Party Claims. In (i) If Parent receives notice of the event that ▇▇▇▇▇ becomes aware assertion or commencement of any action made or brought by any Person who is not a party to this Agreement or an Affiliate of a Third-Party Claim that Buyer in good faith believes may result in party to this Agreement (a claim for Losses by or on behalf of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct the defense of such “Third-Party Claim. Buyer shall be entitled ”) against an Indemnified Person with respect to settle such Third-Party Claim without the consent of which the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party Securityholders may be obligated to provide indemnification under this Agreement, Parent shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to deliver an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications Notice with respect to such Third-Party Claim to the extent that receipt Securityholder Representative. Such Indemnification Claim Notice shall describe the Third-Party Claim in reasonable detail, and where reasonably practicable, shall include copies of such all letters, claims, complaints, filings, documents does not affect any privilege relating to any and material correspondence received by the Indemnified Party, subject to execution by Seller of Buyer’s Person or its Representatives with respect thereto. (and, if required, such third party’sii) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller The Securityholder Representative shall only have the right right, but not the obligation, to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim using the Securityholder Representative’s own counsel (at the Securityholder Representative’s cost and expense on behalf of the Indemnifying Securityholders), and Parent shall cooperate in good faith with the Securityholder Representative in respect of such participation. (iii) The Indemnified Persons may, subject to the provisions of this Article 8, pay, compromise or any action related to defend such Third-Party Claim (including and seek indemnification for any discussions and all Losses that they may incur arising out of, relating to or negotiations resulting from such Third-Party Claim. Parent shall keep the Securityholder Representative reasonably informed concerning the status of any such Third-Party Claim and any related proceedings and all stages thereof. The Securityholder Representative and the Indemnifying Securityholders shall cooperate in good faith with Parent in all reasonable respects in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faithClaim, including making available and retaining records relevant or relating to such Third-Party Claim as may be reasonably necessary for the reasonable opportunity to review preparation of the defense for, and comment in advance on any written submissions made in connection with the defense of, such Third-Party Claim. In the event that Seller has consented Parent shall not agree to the amount of any settlement or resolution by Buyer of any such claim Third-Party Claim without the written consent of the Securityholder Representative (which consent shall not be unreasonably withheld, conditionedconditioned or delayed); provided, however, if a Third-Party Claim (A) seeks relief other than the payment of monetary damages or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), could result in the imposition of an Order that would restrict in any respect any present or if Seller shall have been determined to have unreasonably withheld, conditioned, future activity or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf conduct of any Indemnified Person, (B) seeks a finding or admission of a violation of Law (including any Third-Party against Claim seeking to impose criminal fines, penalties or Sanctions) or of any Order or of a violation of the Indemnification Holdback Fund for indemnity rights of any Person by any Indemnified Person or (C) together with all other pending Third-Party Claims, seeks relief in excess of the Indemnifying Securityholders’ remaining maximum indemnification obligations hereunder with respect to such settlement or resolutionThird-Party Claim, then, in each such case, Parent shall be entitled to solely direct the defense of any such Third-Party Claim.

Third Party Claims. (a) In the event that ▇▇▇▇▇ Purchaser becomes aware of a third-party claim (including any action or proceeding commenced or threatened to be commenced by any third-party) that Purchaser reasonably believes may result in an indemnification pursuant to Section 6.1 (Indemnification by Sellers) (any such claim, a “Third-Party Claim”), Purchaser shall promptly notify the Securityholders’ Representative in writing of such Third-Party Claim (such notice, the “Claim Notice”). The Claim Notice shall be accompanied by copies of any relevant and material documentation submitted by the third party making such Third-Party Claim and shall describe in reasonable detail (to the extent known by Purchaser) the facts constituting the basis for such Third-Party Claim and the amount of the claimed Damages; provided, however, that Buyer no delay or failure on the part of Purchaser in delivering a Claim Notice shall relieve the Sellers from any liability hereunder except and only to the extent they shall have been actually and materially prejudiced as a result of such delay or failure. (b) Within 20 days after receipt of any Claim Notice, the Securityholders’ Representative may, upon written notice thereof to Purchaser (which written notice shall include an unqualified acknowledgement by the Securityholders’ Representative that the Sellers shall be responsible for all Damages relating to such Third-Party Claim (subject to the limitations contained in this Section 6 (Indemnification))), assume control of the defense of the Third-Party Claim referred to therein at the Sellers’ sole cost and expense (subject to the limitations contained in this Section 6 (Indemnification))) with counsel reasonably satisfactory to Purchaser. Notwithstanding anything to the contrary contained herein, the Securityholders’ Representative shall not be entitled to assume or control the investigation, defense or prosecution of such Third-Party Claim if (A) a majority of the Damages associated with such Third-Party Claim are not reasonably expected to be indemnifiable hereunder (including in the event the amount in dispute is reasonably likely to exceed the maximum amount for which the Sellers can then be liable pursuant to this Section 6 (Indemnification) in light of the limitations on indemnification contained herein), (B) at the time of assumption or thereafter, the Securityholders’ Representative fails to demonstrate its ability to conduct the investigation, defense or prosecution actively and diligently, (C) such Third-Party Claim seeks non-monetary, equitable or injunctive relief or alleges any violation of criminal Law, (D) such Third-Party Claim relates to or arises in connection with any criminal or regulatory proceeding, action, indictment, allegation or investigation, (E) an adverse resolution of the Third-Party Claim would reasonably be expected to have a material adverse effect on the (x) goodwill or the reputation of any Purchaser Indemnified Party or the future conduct of any of their respective businesses, (y) the assets, liabilities, revenues, or expenses of any Purchaser Indemnified Party or (z) the ability of any Purchaser Indemnified Party to exploit any of its or its Affiliates’ Intellectual Property, or (F) any Purchaser Indemnified Party has any liability with respect to any settlement or compromise. The party not controlling the defense of such Third-Party Claim (the “Non-Controlling Party”) may participate therein at its own expense; provided, however, that if the Securityholders’ Representative assumes control of the defense of such Third-Party Claim and the Sellers and Purchaser have materially conflicting interests or different defenses available with respect to such Third-Party Claim which cause Purchaser to hire its own separate counsel with respect to such proceeding, the reasonable fees and expenses of counsel to Purchaser shall be considered “Damages” for purposes of this Agreement. (c) The party controlling the defense of such Third-Party Claim (the “Controlling Party”) shall keep the Non-Controlling Party advised of the status of such Third-Party Claim and the defense thereof and shall consider in good faith believes recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may result have with respect to such Third-Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in a claim for Losses by or on behalf of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer The Securityholders’ Representative shall be entitled not agree to settle any settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the prior written consent of Purchaser, which shall not be unreasonably withheld or delayed; provided, however, that the Indemnifying consent of Purchaser shall not be required with respect to any such settlement or judgment if (A) such settlement or judgment (1) involves no admission of wrongdoing by the Purchaser Indemnified Party or its Affiliates, and (2) the sole relief provided is monetary damages and (B) the Securityholders’ Representative agrees in writing to pay or cause to be paid any amounts payable pursuant to such settlement or judgment (net of the applicable deductible amount specified in Section 6.6(d) (Limitations)) and such settlement or judgment includes a complete release of Purchaser and its Affiliates, directors, officers, employees and representatives from further liability and has no other adverse effect on Purchaser or any other any Purchaser Indemnified Party; provided that . Purchaser shall not agree to any settlement of, or the entry of a any judgment arising from, any such Third-Party Claim without the prior written consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defenseSecurityholders’ Representative, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheldwithheld or delayed; provided, conditionedhowever, or delayed and which that the consent of the Securityholders’ Representative shall not be deemed required with respect to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have judgment if Purchaser agrees in writing to pay or cause to be paid any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect amounts payable pursuant to such settlement or resolutionjudgment The procedures in this Section 6.3 (Third-Party Claims) shall not apply to any Tax Claim, which shall be governed solely by Section 5.5(c) (Tax Matters).

Third Party Claims. (a) In the event that ▇▇▇▇▇ Purchaser becomes aware of a Thirdthird-Party Claim that Buyer party claim which Purchaser in good faith believes may result in a an indemnification claim for Losses by or on behalf of an Indemnified Partypursuant to this ARTICLE 9, Buyer Purchaser shall have the right in its sole discretion discretion, with counsel reasonably satisfactory to determine and the Shareholders’ Agent, to conduct the defense of such Third-Party Claim. Buyer shall be entitled and to settle or resolve any such Third-Party Claim without claim (and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The reasonable costs and expenses incurred by the Indemnified Parties Purchaser in connection with such defense, enforcement, settlement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, fees and court or arbitration costs) shall be included in the Losses Indemnifiable Damages for which Buyer shall be entitled to receive Purchaser may seek indemnification pursuant to an Indemnification Claim a claim made hereunder); provided, and however, that if Purchaser settles or compromises any such costs and expenses claim without the consent of the Shareholders’ Agent, such settlement or compromise shall constitute Losses subject to indemnification under Section 7.2 regardless not be conclusive evidence of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was the amount of Indemnifiable Damages incurred by Purchaser in connection with such claim (it being understood that if Purchaser requests that the Shareholders’ Agent consent to a matter listed in Section 7.2settlement or compromise, the Shareholders’ Agent shall not unreasonably withhold or delay such consent). Seller Purchaser shall timely notify the Shareholders’ Agent of a third-party claim, the Shareholders’ Agent shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such Thirdthe third-Party Claim party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson and shall be entitled, subject at its sole option and expense, to execution participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, neither the Shareholders’ Agent nor any Indemnifying Party shall have any power or authority to object to the amount of any claim by Seller or on behalf of Buyer’s (and, if required, any Indemnified Person pursuant to this ARTICLE 9 with respect to such third party’s) standard non-disclosure agreement settlement or resolution but only to the extent that the amount of any such materials contain confidential claim by or proprietary informationon behalf of any Indemnified Person exceeds the amount consented to by the Shareholders' Agent. (b) Notwithstanding the provision of Section ‎9.7(a), except thatthe Shareholders’ Agent shall have the right in its sole discretion, with counsel reasonably satisfactory to Purchaser, to conduct the defense of and to settle or resolve any claim that may give rise to indemnification (i) under Section ‎9.1(a)(vii) and any related tax audits and (ii) under Section ‎9.1(a)(x) (collectively, an “Excluded Claim”), provided that any settlement or compromise of an Excluded Claim shall require the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed). Purchaser shall promptly notify the Shareholders’ Agent of any communication made by the ITA or other Person that may reasonably lead to an Excluded Claim. The costs and expenses incurred by Shareholders’ Agent in connection with the case defense of a Tax Contest, Seller an Excluded Claim shall only be borne by the Indemnifying Parties. Purchaser shall have the right to receive copies of any written correspondence from a Tax Authority all pleadings, notices and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback communications with respect to the conduct of the an Excluded Claim and shall be entitled, at its sole option and expense, to participate in, but not to determine or conduct, any defense of any Third-Party an Excluded Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity negotiations with respect to such settlement or resolutionan Excluded Claim.

Third Party Claims. In the event that ▇▇▇▇▇ Parent becomes aware of a Third-Party Claim that Buyer Parent in good faith believes may result in a claim Claim for Losses by or on behalf of an Indemnified Party, Buyer Parent shall deliver a Claim Notice to the Holder Representative in accordance with Section 7.4(b) and shall provide a copy of any material written correspondence submitted by the third party making such Third-Party Claim, if any, within fifteen (15) Business Days of receipt of such material correspondence. Parent shall have the right in its sole discretion to determine and conduct the defense of such Third-Party Claim. Buyer ; provided, that the Holder Representative, at the expense of the Vested Equityholders, shall be entitled to settle participate in the defense of such Third-Party Claim without and engage separate counsel, and Parent shall keep Holder Representative reasonably informed concerning the consent progress of the Indemnifying Party; provided that any settlement of a such Third-Party Claim without and shall consider in good faith recommendations made by the consent Holder Representative with respect to the defense of such Third-Party Claim. Parent shall have the relevant Indemnifying right, in its sole discretion, to settle or otherwise resolve such Third-Party shall not impose criminal liability or damages. The Claim and the costs and expenses incurred by the Indemnified Parties Parent or its Affiliates in connection with defense, enforcement, settlement, or resolution (including reasonable documented out-of-pocket attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer Parent shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 (subject to the limitations under this Article VII) regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in under Section 7.2; provided that no settlement of any such Third-Party Claim with third party claimants shall be determinative of the amount of Losses with respect to such settlement unless (i) the Holder Representative consents to the amount of such settlement or (ii) unreasonably withholds, conditions or delays such consent. Seller The Holder Representative shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller the Holder Representative of Buyer’s a customary non-disclosure agreement with Parent (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, propriety information except that, in the case of a Tax Contest, Seller the Holder Representative shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent any Vested Equityholder of any obligation or liability to the Indemnified Party, except to the extent that Seller the Holder Representative demonstrates that it or any such Vested Equityholder is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller the Holder Representative has consented in writing to the amount of any settlement or resolution by Buyer Parent of any such claim Claim (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed and which consent shall be deemed to have been given unless Seller the Holder Representative shall have objected within 20 twenty (20) days after a written request therefor by Buyer), Parent) or if Seller shall have the Holder Representative has been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller neither the Holder Representative nor any Vested Equityholder shall not have any power or authority to object under this Article VII to the amount of any the Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Escrow Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that ▇▇▇▇▇ Purchaser becomes aware of a third-party claim (“Third-Party Claim that Buyer in good faith Claim”) which Purchaser believes may result in a claim for Losses Indemnifiable Damages pursuant to this Article VIII by or on behalf of an Indemnified PartyPerson, Buyer Purchaser shall promptly notify the Sellers’ Agent of such Third-Party Claim. Other than as provided below, the Sellers’ Agent shall have the right in its sole discretion to determine and conduct the defense of such and to settle or resolve any Third-Party Claim. Buyer With respect to Third-Party Claims regarding infringement or misappropriation of Third Party Intellectual Property Right and Third-Party Claims that, if not first paid, discharged, or otherwise complied with, would result in a material interruption or cessation of Purchaser’s business with respect to the Device or would materially impair the value of the Device, the Purchaser shall be entitled have the right in its sole discretion to conduct the defense of and to settle such or resolve any Third-Party Claim without (and the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties Purchaser in connection with such defense, enforcement, settlement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, fees and court or arbitration costs) shall be included in the Losses Indemnifiable Damages for which Buyer shall be entitled to receive Purchaser may seek indemnification pursuant to an Indemnification Claim a claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2). Seller The Sellers’ Agent shall have the right to receive copies of all pleadings, notices, notices and communications with respect to such the Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified PartyPerson and shall be entitled, subject at its expense, to execution by Seller participate in, but not to determine or conduct, any defense of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or settlement negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In However, except with the event that Seller has consented to consent of the amount of any settlement or resolution by Buyer of any such claim (Sellers’ Agent, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed and which consent shall be deemed to have been given unless Seller the Sellers’ Agent shall have objected within 20 days after a written request therefor for such consent by Buyer)Purchaser, no settlement or if Seller resolution of any such claim with any third-party claimant shall have been determined to have unreasonably withheld, conditioned, be determinative of the existence of or delayed its consent to the amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented to any such settlement or resolution, neither the Sellers’ Agent nor any Seller shall not have any power or authority to object under Section 8.5 or any other provision of this Article VII VIII to the amount of any Indemnification Claim claim by or on behalf of any Indemnified Party Person against the Indemnification Holdback Escrow Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. (A) In the event that ▇▇▇▇▇ becomes Buyers become aware of a Thirdthird-Party Claim that Buyer in good faith party claim relating to allegations of Intellectual Property infringement or challenging the rights of the Buyers to Intellectual Property Rights, for which indemnification may by sought under this ARTICLE 8, which Buyers reasonably believes may result in a Loss that is indemnifiable hereunder, Buyers shall notify the Company of such claim, and the Company shall be entitled, at its expense, to participate in, but not to determine or conduct, the defense of such claim. Delay or failure in so notifying the Company shall relieve the Company of its obligations under this ARTICLE 8 only to the extent, if at all, that the Company is adversely and materially prejudiced by reason of such delay or failure. If there is any such third-party claim that, if adversely determined would give rise to a right of recovery for Losses by hereunder, then any amounts incurred or on behalf accrued in defense of an Indemnified Partysuch third-party claim, Buyer regardless of the outcome of such claim, shall be deemed Losses hereunder. Buyers shall have the right in its their sole discretion to determine and conduct the defense of such Third-Party Claim. claim; provided that the Buyer shall be entitled not enter into any settlement agreement with respect to settle any such Third-Party Claim third party claim without obtaining the prior consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defenseCompany, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld. In the event that, conditionednotwithstanding the preceding sentence, the Buyer shall enter into a settlement agreement without attempting to obtain the consent of the Company, or delayed shall enter into a settlement agreement from which the Company has reasonably withheld its consent, the Buyer shall not be entitled to indemnification hereunder with respect to Losses suffered by the Buyer in connection with such third party claim. The Buyer shall keep the Company reasonably and promptly informed of material progress and developments in those aspects of the matter that relate to the Buyer’s claim for indemnification hereunder and provide the Company with copies of all relevant documents and such other information in its possession as may be requested by the Company. (B) In the event Buyers become aware of a third-party claim other than a claim relating to allegations of Intellectual Property infringement or challenging the rights of the Buyers to Intellectual Property Rights, for which indemnification may by sought under this ARTICLE 8, which Buyer reasonably believes may result in a Loss that is indemnifiable hereunder, Buyers shall notify the Company of such claim. Delay or failure in so notifying the Company shall relieve the Company of its obligations under this ARTICLE 8 only to the extent, if at all, that the Company is adversely and materially prejudiced by reason of such delay or failure. The Company may elect, by providing the Buyer with written notice to such effect within fourteen (14) days of receiving notice from the Buyer, to assume the conduct of any defense of such third party claim with counsel chosen by the Company that is reasonable acceptable to the Buyer, on the following terms: (i) the Company shall acknowledge to the Buyer at such time in writing its full liability for such third party claim and agree to indemnify the Indemnified Parties against all Losses, without regard to any limitations set forth in this ARTICLE 8 and regardless of whether there are sufficient funds in the Escrow Fund to cover the amount of such Losses that may be incurred in connection with such third party claim, including, without limitation, costs which an Indemnified Party may incur in taking any such action as the Company may require; and (ii) the Company shall keep the Buyer reasonably and promptly informed of the progress of the third party claim and provide the Buyer with copies of all relevant documents and such other information in its possession as may be requested by the Buyer. If the Company elects not to defend against, negotiate, settle or otherwise deal with any such claim which relates to any Losses indemnified against hereunder, the Buyer shall defend against, negotiate, settle or otherwise deal with such claim; provided that the Buyer shall not enter into any settlement agreement with respect to any such third party claim without obtaining the prior consent of the Company, which consent shall not be deemed unreasonably withheld. In the event that, notwithstanding the preceding sentence, the Buyer shall enter into a settlement agreement without attempting to obtain the consent of the Company, or shall enter into a settlement agreement from which the Company has reasonably withheld its consent, the Buyer shall not be entitled to indemnification hereunder with respect to Losses suffered by the Buyer in connection with such third party claim. The foregoing notwithstanding, the Buyer shall be entitled to maintain or resume control of any such third party claim in the event that it reasonably determines at any time that the Company does not have been given unless Seller the financial capability (taking into account the amount available in the Escrow Fund) to defend such claim and to fulfill its indemnification obligation hereunder in respect of such claim; any such decision by the Buyer to maintain or assume the defense of such claim shall have objected within 20 days after not derogate from the indemnification obligations of the Company hereunder. If the Company shall assume the defense of any such third party claim, the Buyer may participate, at his or its own expense, in the defense of such third party claim; provided, however, that the Buyer shall be entitled to participate in any such defense with separate counsel at the expense of the Company if (i) so requested by the Company to participate or (ii) in the reasonable opinion of counsel to the Buyer a written request therefor by Buyerconflict or potential conflict exists between the Buyer and the Company that would make such separate representation advisable; and provided, further, that the Company shall not be required to pay for more than one such counsel for the Buyer in connection with any third party claim. (C) In the event that the Company does not elect to assume the defense of a third party claim pursuant to the foregoing clause (B), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed in the event that the Buyer exercises its consent right pursuant to the amount foregoing clause (B) to defend such third party claim notwithstanding any election to the contrary by the Company, then any amounts incurred or accrued in defense of such third-party claim, regardless of the outcome of such claim, shall be deemed Losses hereunder, if such third-party claim is such that if adversely determined it would give rise to a right of recovery for Losses hereunder. The Company shall be entitled, at its expense, to participate in, but not to determine or conduct, the defense of such claim. The Buyer shall keep the Company reasonably and promptly informed of material progress and developments in those aspects of the matter that relate to the Buyer’s claim for indemnification hereunder and provide the Company with copies of all relevant documents and such other information in its possession as may be requested by the Company. (D) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any third party claim, including providing reasonable access to personnel and information in connection with the defense of such settlement claim or resolution, Seller shall not have to minimize any power or authority to object under Losses. Notwithstanding anything in this Article VII Section 8.2(j) to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity contrary, with respect to any attorneys’ fees incurred by an Indemnified Party in the defense of a third party claim, only 80% of such settlement or resolutionfees shall be considered Losses hereunder.

Third Party Claims. In the event there are third party actions, suits or legal proceedings (the “Proceeding”) for injury or death to persons or damage to property arising out of or relating to events occurring on the Property during the period of Seller’s ownership of the Property, to the extent that ▇▇▇▇▇ becomes aware they are not caused by, or attributable to, any act or omission of a Third-Party Claim that Buyer in good faith believes may result in a claim for Losses by Buyer, its employees, agents, contractors or on behalf invitees during the period of an Indemnified PartySeller’s ownership of the Property, then Buyer shall have the right in its sole discretion to determine and conduct the tender defense of any such Third-Party Claim. Proceeding to Seller, and Seller shall indemnify, defend and hold Buyer shall be entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that harmless from and against any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or losses, damages. The , liabilities, fines, penalties, charges and all costs and expenses incurred or suffered by the Indemnified Parties Buyer in connection with defenseor relating to the Proceeding; provided, enforcementhowever, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have no such obligation unless: (a) Buyer notifies Seller in writing within forty-five (45) days of the right to receive copies date Buyer becomes first aware of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case commencement of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the Proceeding against Buyer (provided that no failure to provide any such copies shall not or delay in giving notice will relieve Seller or Seller Parent of any obligation or liability to the Indemnified Partyfrom its indemnity obligation, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance prejudiced by such failure or delay); (b) Buyer provides Seller with copies of all documents received by Buyer in its relating to the Proceeding; (c) Buyer gives Seller, with reputable counsel of Seller’s choosing, the sole discretionpower to direct and control the settlement and defense of the Proceeding, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have will not settle a Proceeding without Buyer’s consent unless (i) all claims in the right to have their reasonable comments and feedback Proceeding against Buyer will be dismissed with respect to the conduct prejudice as part of the settlement and (ii) the sole relief provided is to be paid in full or performed by Seller; and (d) Buyer uses commercially reasonable efforts to cooperate and assist Seller in its defense or settlement of any Third-Party Claim considered by Buyer the Proceeding. This Section 7.1.5 shall in no way apply to or its counsel alter Buyer’s release of claims set forth in good faith, including the reasonable opportunity to review Section 7.1.3(A) and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer7.1.3(B), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. In (A) When an Indemnified Party seeking indemnification under this Section 6.6 receives notice of any claim by a third party ("Third Party Claim"), including any Governmental Authority, which is to be the event that ▇▇▇▇▇ becomes aware of a Third-Party Claim that Buyer in good faith believes may result in basis for a claim for Losses indemnification hereunder, the Indemnified Party will give written notice to Seller or Buyer (as the case may be) reasonably indicating (to the extent known) the nature of such claims and the basis thereof and will include with such notice the claim and any and all documentation provided by the claimant. The notice will be given as soon as practicable, but in the event of a complaint filed with any Governmental Authority, not later than ten days after the Indemnified Party has received written notice of the Third Party Claim. No failure by an Indemnified Party to provide such notice will affect the obligations of Seller or on behalf Buyer (as the case may be) hereunder, except to the extent of an any Damages caused by such delay. If a Buyer Indemnitee is the Indemnified Party, then Seller will have a right of first refusal to choose to conduct exclusively the defense of any Third Party Claim by counsel of its own choosing reasonably acceptable to such Buyer shall Indemnitee. If Seller does not notify Buyer of its intent to exercise such right of first refusal within ten days following Buyer's notice to Seller of such Third Party Claim, then such right will lapse and Buyer will thereafter have the exclusive right in its sole discretion to determine and conduct the defense of such Third-Third Party Claim. Claim by counsel of its own choosing reasonably acceptable to Seller (with all reasonable costs related to such defense being considered "Damages" for which the Buyer shall be Indemnitee is entitled to settle such Third-Party Claim without indemnification, subject to Section 6.4). (B) Seller or Buyer (as the consent of the Indemnifying Party; provided that case may be) will have no Liability with respect to any compromise or settlement of a Third-Third Party Claim effected without the prior written consent of the relevant Indemnifying Party shall not impose criminal liability Seller or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution Buyer (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in as the case of a Tax Contestmay be), Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall will not be unreasonably withheld, conditioned, withheld or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutiondelayed.

Third Party Claims. (i) If any third party shall notify Acquiror with respect to any matter (hereinafter referred to as a “Third Party Claim”), which may result in Losses, then Acquiror shall give prompt notice to Seller (and in any event within thirty (30) days) of Acquiror becoming aware of any such Third Party Claim or of facts upon which any such Third Party Claim will be based setting forth such material information with respect to the Third Party Claim as is reasonably available to Acquiror; provided, however, that no delay or failure on the part of Acquiror in notifying Seller shall relieve Seller from any obligation hereunder unless Seller is thereby materially prejudiced (and then solely to the extent of such prejudice). The Seller shall not be liable for any attorneys fees or expenses incurred by any Acquiror Indemnified Person prior to Acquiror and its officers, directors and affiliates giving notice to Seller of a Third Party Claim. (ii) In case any Third Party Claim is asserted against Acquiror, and Acquiror notifies Seller thereof pursuant to Section 6.2(e)(i) above, Seller will be entitled, if it so elects by written notice delivered to Acquiror within thirty (30) days after receiving Acquiror’s notice, to assume the sole defense thereof, at the expense of Seller (independent of the Escrow Fund); provided, that (A) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief and (B) counsel selected by Seller is reasonably acceptable to Acquiror. If Seller so assumes any such defense, Seller shall conduct the defense of the Third Party Claim actively and diligently. The Seller shall not compromise or settle such Third Party Claim or consent to entry of any judgment in respect thereof without the prior written consent of Acquiror (which shall not be unreasonably withheld or delayed). (iii) In the event that ▇▇▇▇▇ becomes aware of a Third-Party Claim that Buyer in good faith believes may result in a claim for Losses by or on behalf of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct Seller assumes the defense of such Third-the Third Party Claim in accordance with Section 6.2(e)(ii) above, Acquiror may retain separate outside legal counsel and participate in the defense of the Third Party Claim. Buyer , but the fees and expenses of such outside legal counsel shall be entitled to settle such Third-at the expense of Acquiror. Each Acquiror Indemnified Person will cooperate in Seller’s defense of the Third Party Claim without and will provide full access to documents, assets, properties, books and records reasonably requested by Seller and material to the consent claim and will make available all officers, directors and employees reasonably requested by Seller for investigation, depositions and trial. (iv) In the event that Seller fails or elects not to assume the defense of Acquiror against such Third Party Claim, which Seller had the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs and expenses incurred by the Indemnified Parties in connection with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled right to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification assume under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of6.2(e)(ii) above, resulted from, or was in connection with a matter listed in Section 7.2. Seller (a) Acquiror shall have the right to receive copies of all pleadingsundertake the defense, notices, and communications with respect to (b) no Acquiror Indemnified Person shall compromise or settle such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Third Party Claim or consent to entry of any action related to such Third-Party Claim judgment in respect thereof without the prior written consent of Seller (including any discussions which shall not be unreasonably withheld or negotiations delayed) and (c) Seller may retain separate outside legal counsel and participate in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Third Party Claim, but the fees and expenses of such outside legal counsel shall be at the expense of Seller. In the event that Seller has consented is not entitled to assume the defense of the Acquiror Indemnified Persons against such Third Party Claim pursuant to Section 6.2(e)(ii) above, Acquiror shall have the right to undertake the defense; provided, however, that no Acquiror Indemnified Person shall consent to the amount entry of any judgment or enter into any settlement or resolution by Buyer with respect to the Third Party Claim without the written consent of any such claim Seller (which consent shall not be unreasonably withheldwithheld or delayed). In each case, conditionedAcquiror shall conduct the defense of the Third Party Claim actively and diligently, or delayed and which consent shall be deemed Seller will cooperate with Acquiror in the defense of that claim and will provide full access to have been given unless Seller shall have objected within 20 days after a written request therefor documents, assets, properties, books and records reasonably requested by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent Acquiror and material to the amount of any such settlement or resolutionclaim and will make available all individuals reasonably requested by Acquiror for investigation, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolutiondepositions and trial.

Third Party Claims. 6.4.1 In the event that ▇▇▇▇▇ becomes aware case of the commencement of any action or proceeding or the assertion of any written claim by a Thirdthird party (including any tax authority or other governmental agency) or the imposition of any penalty or assessment for which indemnity may be sought pursuant to Section 6.1.1 above (a "THIRD PARTY CLAIM"), the Purchaser shall, within twenty-five (25) days from the date upon which it receives the notification of the Third Party Claim, provide notice of such Third Party Claim that Buyer to the Seller, and, within a reasonable period of time, provide copies of all available and relevant documents and information in good faith believes may result in a claim for Losses by or on behalf of an Indemnified Partyconnection with such event, Buyer shall have and the right in its sole discretion to determine and conduct the defense Seller shall, upon receipt of such Third-Party Claim. Buyer shall notice, be entitled to settle participate in the defense, appeal or settlement of such Third-Third Party Claim with counsel selected and paid by it, and the Purchaser shall cooperate in a reasonable manner with the Seller in connection therewith. Purchaser shall exercise due care in providing the documents and information and in pursuing the Third Party Claim. 6.4.2 To the extent that the Seller participates in the defense, appeal or settlement of any Third Party Claim, the following provisions shall apply: (i) the Seller and its counsel shall be informed from time to time and in a timely manner as appropriate under the circumstances by the Purchaser or its counsel of the factual and procedural status of the proceedings; (ii) no waiver, admission, withdrawal of claim or settlement may be effected by the Purchaser in the course of the Third Party Claim without the prior written consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim Seller, which consent may not be unreasonably refused; (iii) the Purchaser may not lodge an appeal without the prior written consent of the relevant Indemnifying Party Seller, which consent may not be unreasonably refused; and (iv) any waiver, admission, withdrawal of claims, settlement or appeal must, unless unreasonable, be made or pursued if the Seller so demands in writing in a timely manner, in which case the Seller shall not impose criminal liability or damages. The reimburse the Purchaser for all reasonable costs and expenses incurred resulting therefrom. 6.4.3 Failure by the Indemnified Parties in connection Purchaser to comply with defense, enforcement, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) Section 6.4.1 hereof shall be included in relieve the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback provide indemnification with respect to the conduct of the defense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Third Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that ▇▇▇▇▇ becomes aware of the assertion, in writing, of a Thirdthird-Party Claim that Buyer in good faith believes may result in a party claim for Losses by or on behalf dispute which, if adversely determined would entitle any of an the Indemnified PartyParties to indemnification hereunder, Buyer or any other of the Indemnified Parties shall have promptly notify Seller thereof in writing, provided, however, that any delay in providing or failure to provide such notification shall not affect the right in its of the Indemnified Parties to indemnification hereunder except to the extent Seller materially prejudiced by the delay or failure. Seller may elect, by written notice to Buyer, to assume and direct, at their sole discretion to determine and conduct expense, the defense of any such Thirdthird-party claim, and may, at their sole expense, retain counsel in connection therewith, provided that such counsel is reasonably acceptable to Buyer. After the assumption of such defense by Seller with counsel reasonably acceptable to Buyer, and for so long as Seller conducts such defense on a diligent and timely basis, Seller shall not be responsible for the payment of legal fees incurred thereafter by the Indemnified Party Claim. Buyer or Parties (who may, however, continue to participate in the defense thereof with separate counsel); provided, however, that, Seller shall be entitled to settle such Third-Party Claim without responsible for paying the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages. The costs fees and expenses incurred by of one separate counsel for the Indemnified Parties in connection with defense, enforcement, settlement, each jurisdiction in which any third-party claim is brought or resolution (including reasonable attorneys’ fees, other professionals’ is pending if counsel for such Indemnified Parties determines or advises that Seller and experts’ fees, and court or arbitration costs) shall be included in any of the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall Indemnified Parties have the right to receive copies of all pleadings, notices, and communications differing positions with respect to such Thirdthird-Party Claim party claim or dispute or that Seller, on the one hand, or any of the Indemnified Parties, on the other hand, have defenses not available to the extent that receipt of such documents other. If Seller fails to and until Seller does not affect any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its sole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback with respect to the conduct of undertake the defense of any Third-Party Claim considered by Buyer such third party claim or its dispute in accordance with the provisions hereof, or if Seller discontinues the diligent and timely conduct thereof, any of the Indemnified Parties may undertake such defense with one separate counsel in good faith, including and Seller shall be responsible for reimbursing the reasonable opportunity to review Indemnified Parties for their legal fees and comment in advance on any written submissions made expenses in connection with therewith as and when such Third-Party Claimlegal fees and expenses are incurred by them. In the event that Seller has consented to the amount of any settlement No party hereto may settle or resolution by Buyer of compromise any such third-party claim (or dispute without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld, conditionedexcept that Buyer or any other of the Indemnified Parties may do so if Seller has not assumed the defense thereof in accordance with this Section 13.5 or Seller has not notified Buyer or any of the other Indemnified Parties that Seller is disputing, or delayed and which consent shall be deemed has breached, its obligations hereunder to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent to indemnify any of the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity Parties with respect to such settlement or resolutionthird-party claim.

Third Party Claims. In the event that ▇▇▇▇▇ becomes aware 13.1 Purchaser shall notify Sellers’ Representative in writing without undue delay of any claim, suit, action, or proceeding brought by a Third-Party Claim that Buyer third party (other than any Taxing Authority) against Target and in good faith believes respect of which Purchaser may result in a claim for Losses by or on behalf of an Indemnified Party, Buyer shall have the right in its sole discretion to determine and conduct the defense of such Third-any claims against any Seller (“Third Party Claim. Buyer shall be entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or damages”). The costs and expenses incurred by the Indemnified Parties in connection with defensefailure to give such prompt written notice shall not, enforcementhowever, settlement, or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Buyer shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.2. Seller shall have the right to receive copies of all pleadings, notices, and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect relieve any privilege relating to any Indemnified Party, subject to execution by Seller of Buyer’s (andits indemnification obligations, if required, such third party’s) standard non-disclosure agreement except and only to the extent that such materials contain confidential Seller forfeits rights or proprietary informationdefenses by reason of such failure or is otherwise materially prejudiced. Such notice by Purchaser to the Seller’s Representative Party shall describe the Third Party Claim in reasonable detail and shall indicate the estimated amount, except thatif reasonably practicable, in of the case of a Tax ContestDamages that has been or may be sustained. 13.2 At Sellers’ Representative’s written request, Seller Purchaser shall only have the right procure that Target will (a) make available to receive Sellers’ Representative all information and copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall not relieve Seller all documents substantiating or Seller Parent of any obligation or liability relating to the Indemnified Party, except Third Party Claim; and (b) consider any relevant information provided by Sellers’ Representative’s to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer Purchaser in its sole discretion, Seller negotiations and its respective Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof); provided that Seller shall have the right to have their reasonable comments and feedback correspondence with respect to the conduct Third Party Claim. 13.3 Sellers shall fully cooperate with Purchaser and Target in the defence of any Third Party Claim and provide Purchaser, Target and their advisors access to all relevant business records and documents during normal business hours (including the possibility to make copies thereof). 13.4 Purchaser shall not, and it shall procure that Target shall not respectively, admit liability with respect to, or settle, compromise or discharge a Third Party Claim without giving the Sellers written notice of such intention to do so, and obtain the prior written consent of the defense of any Third-Party Claim considered by Buyer or its counsel in good faithSellers, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditionedconditioned or delayed, before admitting liability with respect to, or delayed and settling, compromising or discharging a claim, if, pursuant to or as a result of such action, injunctive or other equitable relief (which consent shall is not satisfied through a monetary payment) will be deemed to have been given unless Seller shall have objected within 20 days after a written request therefor by Buyer), imposed against the Sellers or if Seller shall have been determined to have unreasonably withheldsuch settlement, conditioned, compromise or delayed its consent to discharge does not expressly and unconditionally release the amount of any such settlement or resolution, Seller shall not have any power or authority to object under this Article VII to the amount of any Indemnification Claim by or on behalf of any Indemnified Party against the Indemnification Holdback Fund for indemnity Sellers from all liabilities and obligations with respect to such settlement or resolutionclaim, without prejudice.