Common use of Third Party Claims Clause in Contracts

Third Party Claims. (i) Promptly after receipt by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt With respect to any Third Party Claims, the Indemnifying Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which for all the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party under this Article 12 (“Third-to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claims”)Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall promptly give notice thereof in writing have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, specifying in having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable detail period of time, the information then available regarding the amount Indemnified Party shall be entitled to assume such control, and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party from shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability hereunder with of the Indemnified Party under the Third Party Claim in respect to of which such Third-payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party Claim, except to the extentIndemnified Party, and only the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to assume consent, settle or pay the defense of amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Third-Party Claim (with counsel of the Indemnifying Party’s choiceor, approved if paid by the Indemnified Party, which approval shall not be unreasonably withheld) and reimbursing the Indemnified Party may, at its election and expense, participate in (but Party. Whether or not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume assumes control of the defense in a timely mannernegotiation, (A) the Indemnified Party may assume and control the settlement or defense of such Third-any Third Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-settle any Third Party Claim is, in fact, not a Third-Party Claim to which without the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any consent of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. (i) Promptly after receipt by The Indemnifying Party shall have the right to conduct, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party of notice of, or otherwise acquiring knowledge (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the assertion ofClaim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, any third party claim in respect of which (A) the Indemnifying Party shall keep the Indemnified Party reasonably believes it is reasonably likely apprised of all material developments with respect to be entitled such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to indemnification from the Indemnifying Party under this Article 12 (“Third-such assistance and materials as the Indemnifying Party Claims”)may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall promptly give notice thereof have the right at its expense to participate in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature defense assisted by counsel of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Partyits own choosing. (ii) The Indemnifying Party shall have the right not be entitled to assume control the defense of any such Third-Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) Party and the Indemnified Party may, at its election with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and expense, participate in (but not control) the defense of such Third-Indemnified Party Claim. If has nonetheless permitted the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and to control the defense of such Third-Third Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of desires to so control such actiondefense, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is shall be entitled to be indemnified against under this Article 12retain its own counsel, and the Indemnifying Party shall pay all costs incident the reasonable and documented fees and expenses of one counsel (in addition to the defense any required local counsel) of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party undertakes in accordance with the defense terms of any such Third-Party Claim this Agreement shall be settled or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, compromised by the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the prior written consent of the Indemnifying Party, which Party (such consent shall not to be unreasonably withheldconditioned, withheld or delayed).

Third Party Claims. (i) Promptly after receipt by the If any Indemnified Party of receives notice of, or otherwise acquiring knowledge of the assertion of, or commencement of any third Action made or brought by any Person who is not a party claim in respect to this Agreement or an Affiliate of which a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party reasonably believes it is reasonably likely with respect to be entitled to indemnification from which the Indemnifying Party is obligated to provide indemnification under this Article 12 (“Third-Party Claims”)Agreement, the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying PartyParty reasonably prompt written notice thereof, specifying but in reasonable detail the information then available regarding the amount and nature any event not later than 30 calendar days after receipt of Losses with respect thereto; providedsuch notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure, or Indemnifying Party’s ability to defend and/or provide indemnification with respect to such Third-Third Party ClaimClaim is otherwise adversely affected. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, except to shall include copies of all material written evidence thereof and shall indicate the extentestimated amount, and only to if reasonably practicable, of the extent, Loss that such failure has actually and materially prejudiced been or may be sustained by the Indemnifying Indemnified Party. (ii) . The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any such Third-Third Party Claim (with counsel of at the Indemnifying Party’s choiceexpense and by the Indemnifying Party’s own counsel, approved and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, which approval shall provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be unreasonably withheld) waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, or fails to notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, at its election subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and expenseseek indemnification for any and all Losses based upon, participate arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (but not controlsubject to the provisions of Section 6.06) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Third Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. If the indemnification sought pursuant hereto involves a claim made by a Third Party against the Indemnified Party (i) Promptly after receipt a “Third Party Claim”), the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim and, if it so chooses, to assume the defense of such Third Party Claim with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party of notice of, or otherwise acquiring knowledge of in connection with the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from defense thereof. If the Indemnifying Party under this Article 12 (“Third-Party Claims”)assumes such defense, the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume be represented in the defense of any such Third-Party Claim (with thereof and to employ counsel, at its own expense, separate from the counsel of employed by the Indemnifying Party’s choice, approved it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party, Party for any period during which approval shall the Indemnifying Party has not be unreasonably withheld) and assumed the defense thereof (other than during any period in which the Indemnified Party may, at its election and expense, participate in (but not control) shall have failed to give notice of the defense of such Third-Third Party ClaimClaim as provided above). If the Indemnifying Party does not so assume chooses to defend or prosecute a Third Party Claim, the other party hereto shall cooperate in the defense in or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a timely mannermutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, (A) the Indemnified Party may assume and control the defense will agree to any settlement, compromise or discharge of such Third-Third Party Claim, in a reasonable manner, and (B) Claim which the Indemnifying Party may participate recommend and which by its terms (i) obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, (but not controlii) includes a full release in favor of the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense Third Party Claim, does not include any admission of liability and contains reasonable provisions maintaining the confidentiality of the settlement, compromise or handling discharge, and (iii) does not impair the rights of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, Party. Whether or not the Indemnifying Party shall pay all costs incident to have assumed the defense of such Third-a Third Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Third Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party’s prior written consent, which consent shall will not be unreasonably withheldwithheld or delayed.

Third Party Claims. (ia) Promptly after receipt In order for a Claiming Party to seek any indemnification provided for under this Agreement in respect of a claim or demand made by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which Person against the Indemnified Claiming Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying (a “Third Party under this Article 12 (“Third-Party ClaimsClaim”), such Claiming Party must notify the Indemnified Defending Party shall promptly give notice thereof in writing to the Indemnifying Partywriting, specifying in reasonable detail the information then available regarding basis and, if available, the amount and nature of Losses with respect theretoto the Third Party Claim promptly after receipt by such Claiming Party of notice of the Third Party Claim (a “Notice of Third Party Claim”); provided, however, provided that the failure to so notify give such notification on a timely basis shall not affect the Indemnifying indemnification provided hereunder except to the extent the Defending Party will not relieve is materially prejudiced as a result of such failure or the Indemnifying indemnification obligations are materially increased as a result of such failure. Such Notice of Third Party from any liability hereunder Claim shall be accompanied by copies of all relevant documentation with respect to such Third-Third Party Claim, except to the extentincluding any summons, and only to the extentcomplaint or other pleading that may have been served, that such failure has actually and materially prejudiced the Indemnifying Partyany written demand or any other document or instrument. (b) If a Third Party Claim is made against a Claiming Party, the Defending Party shall, at its expense, be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Defending Party and reasonably satisfactory to the Claiming Party (i) if within thirty (30) days of the receipt of the Notice of Third Party Claim, the Defending Party gives notice to the Claiming Party stating the Defending Party’s intention to do so and acknowledging that the Defending Party shall indemnify the Claiming Party from and against all Losses (to the extent finally determined to be required by, and subject to any applicable limits provided in, this Article 7), that the Claiming Party suffers from the Third Party Claim, or (ii) The Indemnifying if the Defending Party does not assume the defense of a Third Party Claim pursuant to clause (i) of this sentence, at any time that the Defending Party reasonably believes that the Claiming Party has ceased to actively and diligently prosecute the defense of such Third Party Claim. Should a Defending Party so elect to assume the defense of a Third Party Claim, the Defending Party shall under no circumstances be liable to the Claiming Party for legal expenses subsequently incurred by the Claiming Party in connection with the defense thereof; provided, that in the case that (A) there exists or is reasonably likely to exist a conflict of interest that would make it unethical under applicable rules of professional responsibility for the same counsel to represent both the Claiming Party and the Defending Party, (B) the Defending Party fails to actively and diligently prosecute the defense of such Third Party Claim, (C) such Third Party Claim relates to or otherwise arises in connection with any criminal or material regulatory enforcement action, or (D) such Third Party Claim is reasonably likely to result in an injunction or other equitable relief against the Claiming Party or, in the reasonable discretion of the Claiming Party, result in a Loss in excess of the dollar amount available for indemnification pursuant to this Article 7 (the scenarios described in clauses (A) – (D) are collectively referred to as “Conflicts”), then the Defending Party shall be liable to the Claiming Party for reasonable legal expenses of one legal counsel selected by the Claiming Party and reasonably satisfactory to the Defending Party subsequently incurred by the Claiming Party in connection with the defense thereof (to the extent finally determined to be required by, and subject to any applicable limits provided in this Article 7). If the Defending Party assumes such defense, the Claiming Party shall have the right to assume participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Defending Party, it being understood, however, that the Defending Party shall control such defense so long as the Third Party Claim does not involve a Conflict, in which case the Claiming Party shall control such defense. If the Defending Party chooses to defend any Third Party Claim, then all the parties shall cooperate in the defense or prosecution of such Third Party Claim, including by retaining and, upon the Defending Party’s request, providing to the Defending Party all 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. If the Defending Party assumes the defense of any such Third-Third Party Claim (with counsel Claim, the Defending Party shall obtain the prior written consent of the Indemnifying Party’s choice, approved by the Indemnified Party, Claiming Party (which approval shall not be unreasonably withheldconditioned, withheld or delayed) before entering into any settlement or consenting to the entry of a judgment with respect to such claim unless such settlement or judgment (1) involves no finding or admission of any violation of Law or the rights of any Person and has no effect on any other claims that may be made against the Indemnified Claiming Party, and (2) expressly and unconditionally provides a full and general release of the Claiming Party may, at its election from all liabilities and expense, participate in (but not control) the defense of obligations with respect to such Third-Party Claimclaim. If the Indemnifying Claiming Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes assumes the defense of any such Third-Third Party Claim or otherwise acknowledges its obligation to indemnify any of Claim, then the Indemnified Parties hereunder with respect thereto, Claiming Party shall obtain the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the prior written consent of the Indemnifying Party, Defending Party (which consent shall not be unreasonably withheldconditioned, withheld or delayed) before entering into any settlement or consenting to the entry of a judgment with respect to such claim. Solely for purposes of calculating indemnifiable Losses hereunder (but not for purposes of determining whether a breach of any representation, warranty, covenant or agreement has occurred), any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded.

Third Party Claims. (i) Promptly Within ten (10) days after receipt by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, commencement of any action by a third party claim in respect of which which, if successful, the Indemnified Party reasonably believes it is reasonably likely to would be entitled to indemnification from the Indemnifying hereunder (a “Third Party under this Article 12 (“Third-Party ClaimsClaim”), the Indemnified Party shall promptly give notice notify each Indemnifying Party thereof in writing to (stating the Indemnifying Partynature, specifying basis and amount of the claim in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provideddetail), however, that the but any failure to so notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability hereunder with respect that it may have to such Third-the Indemnified Party other than to the extent the Indemnifying Party is actually prejudiced thereby. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party within ten (10) days after the Indemnified Party’s receipt thereof, copies of all notice and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume control of the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) against the defense of such Third-Third Party Claim. If , or if the Indemnifying Party does not so assume such defense, to participate in the defense of such Third Party Claim at its own expense. The Indemnified Party shall have the right to participate in such action or proceeding and to retain its own counsel but the Indemnifying Party shall not be liable for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to employ counsel in a timely manner, or (Aiii) the Indemnified Party may assume and control shall have been advised by legal counsel that having common counsel would present such counsel with a conflict of interest or the defense defendants in or targets of any such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The action or proceeding include both an Indemnified Party and its Affiliates shall cooperate an Indemnifying Party and such Indemnified Party reasonably concludes that there may be legal defenses available to it or other Indemnified Parties that are in good faith with respect conflict with, or could reasonably be expected to conflict with, those available to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (Party; provided, however, that the Indemnifying Party shall not, in connection with any one such costs action or proceeding or separate but substantially similar actions or proceedings in the same jurisdiction arising out of the same general allegations, be liable for the fees and amounts are reasonable expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, except to the extent not incurred directly by that local counsel, in addition to its regular counsel, is required in order to effectively defend against such action or proceeding. (iii) So long as the Indemnifying Party). If Party is conducting the Third-defense of the Third Party Claim is, in fact, not a Third-Party Claim to which Claim: (i) the Indemnified Party is shall be entitled to be indemnified against under this Article 12, participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim without the applicable Indemnified Party’s consent; and (iii) the Indemnifying Party shall not be liable to such Indemnified Party hereunder for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. (iv) The Indemnified Parties from whom the defense was assumed shall reimburse the Indemnifying Party assuming the defense for all costs incident legal fees and expenses reasonably incurred in defending against such claim if it is subsequently determined that the Third Party Claim is a claim for which indemnification is not required under this Article XVII. The Indemnified Party shall obtain the prior written approval of the Indemnifying Party before paying, discharging, or admitting liability or entering into any settlement of a claim or ceasing to defend against such claim (with such approval not to be unreasonably withheld or delayed). All of the applicable Indemnified and Indemnifying Parties shall cooperate with the Party assuming the defense in the defense thereof. Such cooperation shall include the retention and the provision, to the defense Party assuming the defense, of records and information, which are reasonably relevant to such Third-Third Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments making employees available on a mutually convenient basis to provide additional information and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required explanation of any Indemnifying material provided hereunder. The Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes assuming the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of shall keep the applicable Indemnified and Indemnifying Parties hereunder with respect thereto, fully informed regarding the Indemnified Party progress and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldstatus thereof.

Third Party Claims. The obligations and Liabilities of any of ------------------ the Parties to this Agreement under Section 10.1 hereof with respect to all items indemnified against in Section 10.1 and which are initiated by third parties (ithe "Third Party Claims") Promptly after will be subject to the following terms and conditions: (A) Upon receipt of written notice of any Third Party Claim asserted against, resulting from, imposed upon or incurred by the Indemnified Party, the Indemnifying Party will undertake the defense thereof by counsel of notice ofits own choosing, or otherwise acquiring knowledge of which counsel shall be reasonably satisfactory to the assertion ofIndemnified Party; provided, any third party claim in respect of which however, -------- ------- that the Indemnified Party reasonably believes it is reasonably likely shall have the right at its own expense to participate in the defense thereof and to employ counsel at its own expense to assist in such defense; and provided, further, that if the -------- ------- Indemnified Party has been advised in writing by such counsel that a conflict of interest exists between such Indemnified Party and the Indemnifying Party with respect to such Third Party Claim, such Indemnified Party shall be entitled to indemnification from select counsel of its own choosing, in which event the Indemnifying Indemnified Party under this Article 12 (“Third-Party Claims”)shall be obligated to pay the reasonable fees and expenses of such counsel. In any such defense, the Indemnified Party shall have the right, but not the obligation, to assert any and all cross claims or counterclaims it may have. In case any Third Party Claim shall be instituted involving any Person in respect of which indemnity may sought pursuant to this Article 10, such Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will in writing of such proceeding. No indemnification provided for in Section 10.1 above shall be available to any Person who shall fail to promptly give notice of a Third Party Claim as provided in the immediately preceding sentence if the Person to whom such notice was not relieve given was unaware of the Third Party Claim to which such notice would have related and was materially prejudiced by the failure to receive such notice. (B) If within a reasonable time after written notice of any Third Party Claim, the Indemnifying Party from any liability hereunder fails to defend the Indemnified Party against whom such Third Party Claim has been asserted or shall fail to diligently prosecute such defense or compromise such claim, the Indemnified Party will have the right, with respect counsel of its own choice, at the Indemnifying Party's expense, to undertake the defense, compromise or settlement of such Third-Third Party Claim, except to Claim on behalf of and for the extent, account and only to at the extent, that such failure has actually and materially prejudiced risk of the Indemnifying Party. (iiC) The Indemnifying Party shall have the right to assume the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate Nothing in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect this Section 10.3 to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12contrary, the Indemnifying Party shall pay all costs incident will not, without the prior written consent of each Indemnified Party against whom a Third Party Claim is asserted, settle or compromise, any claim or consent to the defense entry of any judgment relating to any such Third-Third Party Claim, including attorneys’ feesunless such settlement, litigation compromise or judgment includes as an unconditional term thereof the giving by the claimant or the plaintiff to each Indemnified Party against whom a Third Party Claim is asserted, a release from all Liabilities in respect of such Third Party Claim and appeal expenses, settlement payments and amounts paid does not result in satisfaction the imposition on the Indemnified Party of judgments (provided, however, that such costs and amounts are reasonable any remedy other than monetary damages up to the extent not incurred directly amount to be paid with respect to such claim by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim pursuant to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimedSection 10.1. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt by the An Indemnified Party of shall give written notice of, or otherwise acquiring to the Indemnifying Party within 10 days after it has actual knowledge of the commencement or assertion of, of any third party claim Third Party Claim in respect of which the Indemnified Party reasonably believes may seek indemnification under Section 6.1. Such notice shall state the nature and basis of such Third Party Claim and the events and the amounts thereof to the extent known. Any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that the Indemnifying Party may have to the Indemnified Party under this Article 6, except to the extent the failure to give such [***] Confidential Treatment Requested notice materially and adversely prejudices the Indemnifying Party. In case any such action, proceeding or claim is brought against an Indemnified Party, so long as it has acknowledged in writing to the Indemnified Party that it is reasonably likely liable for such Third Party Claim pursuant to this Section 6.3, the Indemnifying Party shall be entitled to indemnification participate in and, unless in the reasonable judgment of the Indemnified Party a conflict of interests between it and the Indemnifying Party may exist in respect of such Third Party Claim or such Third Party Claim entails a material risk of criminal penalties or civil fines or non monetary sanctions being imposed on the Indemnified Party or a risk of materially adversely affecting the Indemnified Party’s business (a “Third Party Penalty Claim”), to assume the defense thereof, with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party under this Article 12 to the Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation or defending such portion of such Third Party Penalty Claim; provided nothing contained herein shalt permit Clean Technologies to control or participate in any Tax contest or dispute involving Investor or any Affiliate of Investor, or permit Investor to control or participate in any Tax contest or dispute involving any Affiliate of Clean Technologies other than the Company and the Project Company; and, provided, further, the Parties agree that the handling of any Tax contests involving the Company will be governed by Section 7.7 of the Company LLC Agreement. In the event that (“Third-i) the Indemnifying Party Claims”)advises an Indemnified Party that the Indemnifying Party will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within 30 days of receipt of any indemnification notice to notify, in writing, such Indemnified Party of its election, to defend, settle or compromise, at its sole cost and expense, any such Third Party Claim (or discontinues its defense at any time after it commences such defense) or (iii) in the reasonable judgment of the Indemnified Party, a conflict of interests between it and the Indemnifying Party exists in respect of such Third Party Claim or the action or claim is a Third Party Penalty Claim, then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim in each case, at the sole cost and expense of the Indemnifying Party. In any event, unless and until the Indemnifying Party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnifying Party shall be liable for the Indemnified Party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding. The Indemnified Party shall cooperate to the extent commercially reasonable with the indemnifying Party in connection with any negotiation or defense of any such action or claim by the Indemnifying Party. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense unless otherwise specified herein; provided that any such participation of the Indemnified Party shall be at the Indemnifying Party’s sole cost and expense to the extent such participation relates to a Third Party Penalty Claim. If the Indemnifying Party does not assume such defense, the Indemnified Party shall promptly give notice thereof in writing keep the Indemnifying Party apprised at all times as to the Indemnifying Party, specifying in reasonable detail status of the information then available regarding the amount and nature of Losses with respect theretodefense; provided, however, that the failure to so notify keep the Indemnifying Party will so informed shall not relieve affect the obligations of the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) hereunder. The Indemnifying Party shall have the right to assume the defense not be liable for any settlement of any such Third-Party Claim (with counsel of action, claim or proceeding effected without its written consent; provided, however, that the Indemnifying Party shall not unreasonably withhold, delay or condition any such consent. Notwithstanding anything in this Section 6.3 to the contrary, the Indemnifying Party shall not, without the Indemnified Party’s choiceprior written consent, approved (i) settle or compromise any claim or consent to entry of judgment in respect thereof which involves any condition other than payment of money by the Indemnified Party, which approval shall not be unreasonably withheld(ii) and the settle or compromise any claim or consent to entry of judgment in respect thereof without first demonstrating to Indemnified Party maythe ability to pay such claim or judgment, at its election and expense, participate or (iii) settle or compromise any claim or consent to entry of judgment in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party respect thereof that does not so assume the defense in a timely mannerinclude, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12as an unconditional term thereof, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly giving by the Indemnifying Party). If claimant or the Third-Party Claim is, in fact, not a Third-Party Claim plaintiff to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required , a full and complete release from all liability in respect of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimedsuch claim. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt by the If any Action is instituted against an Indemnified Party of notice of, by a Third Party which involves or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is appears reasonably likely to be entitled to indemnification from the Indemnifying involve an Indemnification Claim hereunder (a “Third Party under this Article 12 (“Third-Party ClaimsClaim”), the Indemnified Party shall shall, promptly give after receipt of notice thereof of any such Action, notify the Indemnifying Party in writing to of the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect theretocommencement thereof; provided, however, that the failure to so notify the Indemnifying Party of the commencement of any such Action will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, Liability in connection therewith except and to the extent, extent (and only to the extent, ) that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall . Seller will have the right right, in its sole discretion, to assume control the defense or settlement of any such Third-Third Party Claim (with Claim, including the appointment by Seller of a recognized and reputable counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and reasonably acceptable to the Indemnified Party may(if other than Seller) to be the lead counsel in connection with such defense. Notwithstanding the foregoing: (a) if Seller elects to control the defense or settlement of a Third Party Claim, at its election and expensethe Buyer Indemnified Party or Buyer Indemnifying Party, as the case may be, will be entitled to participate in (but not control) the defense or settlement of any such Third Party Claim and to employ counsel of its choice for such purpose; provided that, subject to Section 8.5(c), the fees and expenses of such Third-separate counsel will be borne by such Buyer Indemnified Party or Buyer Indemnifying Party; (b) if Seller elects not to control the defense or settlement of a Third Party Claim. If , the Seller Indemnified Party or Seller Indemnifying Party, as the case may be, will be entitled to participate in the defense or settlement of any such Third Party Claim and to employ counsel of its choice for such purpose; provided that, subject to Section 8.5(c), the fees and expenses of such separate counsel will be borne by such Seller Indemnified Party or Seller Indemnifying Party; (c) an Indemnified Party that has not assumed control of the defense or settlement of a Third Party Claim will be entitled to reimbursement for the fees and expenses of one separate legal counsel of its choice if such Indemnified Party shall have one or more legal defenses available to it which are different from or in addition to those available to the Indemnifying Party does not so assume controlling the defense or settlement of the Third Party Claim and counsel for such Indemnifying Party could not adequately represent the interests of such Indemnified Party; (d) Seller will not be entitled to assume control of, or continue to control if any of the following conditions is not satisfied at any time following Seller’s assumption of control, such defense or settlement (unless otherwise agreed to in writing by the applicable Buyer Indemnified Party) if (i) the claim for indemnification, compensation or reimbursement relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation against the applicable Buyer Indemnified Party; (ii) the claim primarily seeks an injunction or equitable or any other non-monetary relief against the applicable Buyer Indemnified Party; or (iii) Seller fails to prosecute or defend such claim; (e) if the Indemnifying Party controls the defense or settlement of any Third Party Claim against a timely mannerIndemnified Party, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of or consenting to the entry of any judgment with respect to such claim, which consent will not unreasonably be withheld, conditioned or delayed, unless (1) the terms of the proposed settlement or judgment include as an unconditional and with-prejudice term thereof the granting by the third party to any relevant Indemnified Party a release from all Liability in respect of such Third Party Claim; (2) there is (A) the no finding or admission of any violation of Law by any Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable mannerParty, and (B) no finding or admission of any violation of the rights of any Person by any Indemnified Party; and (3) the sole form of relief is monetary damages that shall be paid in full by the Indemnifying Party; and (f) if the Indemnified Party controls the defense or settlement of any Third Party Claim, (i) the Indemnifying Party may will be entitled to participate at its own cost in (but not control) the defense or settlement of such actionThird Party Claim and to employ counsel of its choice for such purpose and to receive copies of all pleadings, at its election notices and expense. The Indemnified Party and its Affiliates shall cooperate in good faith communications with respect to the defense or handling of such Third-Third Party Claims. If the Third-Party Claim isClaim, in fact, a Third-Party Claim to which and (ii) the Indemnified Party is entitled to be indemnified against under this Article 12, shall obtain the prior written consent of the Indemnifying Party shall pay all costs incident before entering into any settlement of or consenting to the defense entry of any judgment with respect to such Third-Third Party Claim, including attorneys’ feeswhich consent will not unreasonably be withheld, litigation conditioned or delayed, unless (1) the terms of the proposed settlement or judgment include as an unconditional and appeal expenseswith-prejudice term thereof the granting by the third party to any relevant Indemnifying Party a release from all Liability in respect of such Third Party Claim; (2) there is (A) no finding or admission of any violation of Law by any Indemnifying Party, settlement payments and amounts (B) no finding or admission of any violation of the rights of any Person by any Indemnifying Party; and (3) the sole form of relief is monetary damages that will be paid in satisfaction of judgments (full by the Indemnified Party; provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim isthat, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not no settlement of any such Third Party Claim will be unreasonably withheld.determinative of the existence of or amount of Losses relating to such matter or whether such Losses are indemnifiable hereunder

Third Party Claims. (i) Promptly after receipt by the An Indemnified Party of shall give written notice of, or otherwise acquiring to the Indemnifying Party within 10 days after it has actual knowledge of the commencement or assertion of, of any third party claim Third Party Claim in respect of which the Indemnified Party reasonably believes may seek indemnification under Section 6.1. Such notice shall state the nature and basis of such Third Party Claim and the events and the amounts thereof to the extent known. Any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that the Indemnifying Party may have to the Indemnified Party under this Article 6, except to the extent the failure to give such notice materially and adversely prejudices the Indemnifying Party. In case any such action, proceeding or claim is brought against an Indemnified Party, so long as it has acknowledged in writing to the Indemnified Party that it is reasonably likely liable for such Third Party Claim pursuant to this Section 6.3, the Indemnifying Party shall be entitled to indemnification participate in and, unless in the reasonable judgment of the Indemnified Party a conflict of interests between it and the Indemnifying Party may exist in respect of such Third Party Claim or such Third Party Claim entails a material risk of criminal penalties or civil fines or non monetary sanctions being imposed on the Indemnified Party or a risk of materially adversely affecting the Indemnified Party’s business (a “Third Party Penalty Claim”), to assume the defense thereof, with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party under this Article 12 to the Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation or defending such portion of such Third Party Penalty Claim; provided nothing contained herein shalt permit Clean Technologies to control or participate in any Tax contest or dispute involving Investor or any Affiliate of Investor, or permit Investor to control or participate in any Tax contest or dispute involving any Affiliate of Clean Technologies other than the Company and the Project Company; and, provided, further, the Parties agree that the handling of any Tax contests involving the Company will be governed by Section 7.7 of the Company LLC Agreement. In the event that (“Third-i) the Indemnifying Party Claims”)advises an Indemnified Party that the Indemnifying Party will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within 30 days of receipt of any indemnification notice to notify, in writing, such Indemnified Party of its election, to defend, settle or compromise, at its sole cost and expense, any such Third Party Claim (or discontinues its defense at any time after it commences such defense) or (iii) in the reasonable judgment of the Indemnified Party, a conflict of interests between it and the Indemnifying Party exists in respect of such Third Party Claim or the action or claim is a Third Party Penalty Claim, then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim in each case, at the sole cost and expense of the Indemnifying Party. In any event, unless and until the Indemnifying Party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnifying Party shall be liable for the Indemnified Party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding. The Indemnified Party shall cooperate to the extent commercially reasonable with the indemnifying Party in connection with any negotiation or defense of any such action or claim by the Indemnifying Party. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense unless otherwise specified herein; provided that any such participation of the Indemnified Party shall be at the Indemnifying Party’s sole cost and expense to the extent such participation relates to a Third Party Penalty Claim. If the Indemnifying Party does not assume such defense, the Indemnified Party shall promptly give notice thereof in writing keep the Indemnifying Party apprised at all times as to the Indemnifying Party, specifying in reasonable detail status of the information then available regarding the amount and nature of Losses with respect theretodefense; provided, however, that the failure to so notify keep the Indemnifying Party will so informed shall not relieve affect the obligations of the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) hereunder. The Indemnifying Party shall have the right to assume the defense not be liable for any settlement of any such Third-Party Claim (with counsel of action, claim or proceeding effected without its written consent; provided, however, that the Indemnifying Party shall not unreasonably withhold, delay or condition any such consent. Notwithstanding anything in this Section 6.3 to the contrary, the Indemnifying Party shall not, without the Indemnified Party’s choiceprior written consent, approved (i) settle or compromise any claim or consent to entry of judgment in respect thereof which involves any condition other than payment of money by the Indemnified Party, which approval shall not be unreasonably withheld(ii) and the settle or compromise any claim or consent to entry of judgment in respect thereof without first demonstrating to Indemnified Party maythe ability to pay such claim or judgment, at its election and expense, participate or (iii) settle or compromise any claim or consent to entry of judgment in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party respect thereof that does not so assume the defense in a timely mannerinclude, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12as an unconditional term thereof, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly giving by the Indemnifying Party). If claimant or the Third-Party Claim is, in fact, not a Third-Party Claim plaintiff to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required , a full and complete release from all liability in respect of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimedsuch claim. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt by the any Purchaser Party or Company Party (in either case, an “Indemnified Party Party”) of notice ofof any demand, claim, or otherwise acquiring knowledge of the assertion of, any circumstances from a third party which would or might give rise to a claim or the commencement of any Action in respect of which the Indemnified Party reasonably believes it is reasonably likely indemnity may be sought pursuant to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”Section 4.7(a), the such Indemnified Party shall promptly give notice thereof notify the applicable Purchaser or the Company (as applicable, the “Indemnifying Party”) in writing to describing such Loss, including the amount thereof, if known, in such detail as is reasonably practicable and the Indemnifying Party shall have ten (10) calendar days after receipt of such notice to notify the Indemnified Party that it elects to assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, specifying in reasonable detail and shall assume the information then available regarding the amount payment of all fees and nature of Losses with respect theretoexpenses; provided, however, that the failure of any Indemnified Party so to so notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability of its obligations hereunder with respect to such Third-Party Claim, except to the extent, and only to extent that the extent, that such failure has Indemnifying Party is actually and materially and adversely prejudiced by such failure to notify. If the Indemnifying Party. (ii) The Party timely notifies the Indemnified Party of its election to assume the defense of such third party claim, the Indemnifying Party shall have the right to undertake, conduct and control, the defense, conduct and settlement of such third party claim and the Indemnified Party shall provide its reasonable cooperation, including providing reasonable access to records and personnel, to the Indemnifying Party in connection therewith. In any such Action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, (ii) the Indemnifying Party shall have failed to assume the defense of any such Third-Party Claim Action within such ten (with 10) calendar day period, or (iii) in the reasonable judgment of counsel of the Indemnifying Party’s choice, approved by the to such Indemnified Party, which approval representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, liable for any settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of Action effected without its written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Partyconsent, which consent shall not be unreasonably withheld, delayed or conditioned. Without the prior written consent of the Indemnified Party, the Indemnifying Party shall not effect any settlement of any pending or threatened Action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such Action.

Third Party Claims. (i) Promptly after receipt by the If a third party commences any action or makes any demand against a Seller Indemnified Party, a Buyer Indemnified Party, or a SFI Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third (as defined below in Section 11(a)) for which such party claim in respect of which the (“Indemnified Party reasonably believes it Party”) is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 Agreement, such Indemnified Party will promptly notify the other party (“Third-Party ClaimsIndemnifying Party”), the Indemnified Party shall promptly give notice thereof ) in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect theretosuch action or demand; provided, however, that if the Indemnified Party assumes the defense of the action and fails to provide prompt notice to the Indemnifying Party, such failure shall not limit in any way the Indemnifying Party’s obligation to so notify indemnify the Indemnified Party except to the extent that such failure materially prejudices the Indemnifying Party’s ability to defend the action. The Indemnifying Party may, at its own expense and without limiting its obligation to indemnify the Indemnified Party, participate in the defense of such action with counsel reasonably satisfactory to the Indemnified Party, or the Indemnifying Party may, at its own expense and without limiting its obligation to indemnify the Indemnified Party, assume the defense of such action with counsel reasonably acceptable to the Indemnified Party. In any event, the Party that has assumed the defense of such action shall provide the other Party with copies of all notices, pleadings, and other papers filed or served in such action. Neither Party shall make any settlement or adjustment without the other Party’s prior written consent, which consent (i) in the case of the Indemnifying Party will not relieve be unreasonably withheld in the event the settlement or adjustment involves only the payment of money damages by the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have in the right to assume the defense of any such Third-Party Claim (with counsel case of the Indemnifying Party’s choice, approved Indemnified Party will not be unreasonably withheld; provided that such consent may be withheld if the settlement or adjustment involves performance or admission by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly after receipt If a claim by the a third party is made against any Indemnified Party of notice of(a Third Party Claim), or otherwise acquiring knowledge of the assertion of, any third and if such party claim in intends to seek indemnity with respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party thereto under this Article 12 (“Third-Party Claims”)7, the such Indemnified Party shall promptly give notice thereof in writing to notify the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature Party of Losses with respect theretosuch Third Party Claim; provided, however, that the failure to so notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claimof its obligations hereunder, except to the extentextent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days after receipt of such notice to assume the conduct and control, and only through counsel reasonably acceptable to the extent, that such failure has actually and materially prejudiced Indemnified Party at the expense of the Indemnifying Party, of the settlement or defense of such Third Party Claim; provided, that (i) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party; provided, that the fees and expenses of such counsel shall be borne by such Indemnified Party; provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (A) such Third Party Claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (B) such Third Party Claim seeks an injunction or equitable relief against the Indemnified Party and does not otherwise seek monetary damages; (C) the Indemnified Party has been advised in writing by counsel that there is an actual conflict of interest between the Indemnifying Party and the Indemnified Party; or (D) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third Party Claim. (iib) The Indemnifying Any Indemnified Party shall have the right to employ separate counsel in any such action or claim and to participate in the defense of such Third Party Claim, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless (i) the Indemnifying Party shall have failed, or is not entitled, to assume the defense of such Third Party Claim in accordance with Section 7.7(a), or (ii) the named parties to any such Third-action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there may be one (1) or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party, or available to the Indemnifying Party the assertion of which would be adverse to the interests of the Indemnified Party. The Indemnified Party shall not pay or settle any such Third Party Claim (with counsel without the prior written consent of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not to be unreasonably withheld) and . Notwithstanding the foregoing, the Indemnified Party may, at its election and expense, participate in (but not control) shall have the defense of right to pay or settle any such Third-Third Party Claim. ; provided, that in such event it shall waive any right to indemnity therefor by the Indemnifying Party for such Third Party Claim, and the related settlement payments or other actions taken in settlement shall not constitute “Losses” under this Agreement. (c) If the Indemnifying Party does not so assume the defense in a timely manner, (A) notify the Indemnified Party may assume and control within thirty (30) days after the receipt of the Indemnified Party’s notice of a Third Party Claim of indemnity hereunder that it elects to undertake the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12thereof, the Indemnified Party shall reimburse have the right to contest, settle or compromise the Third Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. (d) The Indemnifying Party shall not, except with the consent of the Indemnified Party, not to be unreasonably withheld, enter into any settlement unless such settlement (i) is entirely indemnifiable by the Indemnifying Party for pursuant to this Article 7, (ii) includes as an unconditional term thereof the giving by the person or persons asserting such Third Party Claim to all costs incident Indemnified Parties of an unconditional release from all Liabilities with respect to such Third Party Claim or consent to entry of any judgment and (iii) does not impose any injunctive relief or other restrictions of any kind or nature on any Indemnified Party. (e) The Indemnifying Party and the Indemnified Party shall cooperate with each other in all reasonable respects in connection with the defense of such Third-any Third Party Claim, including attorneys’ feesmaking available records relating to such Third Party Claim and furnishing, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, without expense to the extent the Indemnifying Party paid or advanced the same (providedand/or its counsel, however, that such costs and amounts are reasonable to the extent not incurred directly by employees of the Indemnified Party). Any payments required Party as may be reasonably necessary for the preparation of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Third Party Claim or otherwise acknowledges its obligation for testimony as witnesses in any proceeding relating to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified such Third Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldClaim.

Third Party Claims. (i1) Promptly after receipt by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, If any third party claim in shall notify either party (the “Indemnified Party”) with respect of to any matter (a “Third Party Claim”) which may give rise to a claim, for indemnification against the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from other party (the “Indemnifying Party Party”) under this Article 12 (“Third-Party Claims”)Lease, then the Indemnified Party shall promptly give (and in any event within ten business days’ after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing writing; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. (2) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve 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 Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement releases the Indemnified Party completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right not be entitled to assume the defense of any such Third-Third Party Claim (with and shall be liable for the reasonable fees and expenses of counsel of the Indemnifying Party’s choice, approved incurred by the Indemnified PartyParty in defending such Third Party Claim) if the Third Party Claim seeks an order, which approval shall not be unreasonably withheld) and injunction or other equitable relief or relief for other than money damages against the Indemnified Party maythat the indemnified Party reasonably determines, at after conferring with its election and expenseoutside , participate in (but counsel, cannot control) the defense of such Third-Party Claimbe separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Third Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to can be indemnified against under this Article 12so separated from that for money damages, the Indemnifying Party shall pay be entitled to assume the defense of the portion relating to money damages. (3) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. Notwithstanding the above, the Indemnified Party 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 (not to be withheld or delayed unreasonably. (4) The party defending a Third Party Claim shall conduct the defense actively and diligently, and all costs incident to parties shall cooperate in the defense of such Third-Party Claim, including attorneys’ fees, litigation claim. Such cooperation shall include the provision and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable access to the extent not incurred directly defending party of documents, information, books and records reasonably requested by the Indemnifying Party). If defending party and material to such claim, and making available employees as may be reasonably requested by the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to party defending such claim and as shall be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to reasonably required In connection with the defense of such Third-Party Claim, including attorneys’ fees, claim and litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimedresulting there from. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly after the receipt by any party hereto of notice of any claim, action, suit or proceeding of any third party which is subject to indemnification hereunder, such party ("Indemnified Party") shall give written notice of such claim to the party obligated to provide indemnification hereunder ("Indemnifying Party"), stating the nature and basis of such claim and the amount thereof, to the extent known. Failure of the Indemnified Party of to give such notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claimwhich it may have on account of its indemnification obligation or otherwise, except to the extent, and only to extent that the extent, that such failure has actually and Indemnifying Party is materially prejudiced the Indemnifying Partythereby. (iib) The So long as the Indemnifying Party provides assurances, reasonably acceptable to the Indemnified Party, that the Indemnifying Party is capable of satisfying all Losses that may arise in respect of any matter, the Indemnifying Party shall have be entitled to elect to participate in the right defense of and, if it so chooses, to assume the defense of such claim, action, suit or proceeding with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Upon any such Third-Party Claim (with counsel of election by the Indemnifying Party’s choiceParty to assume the defense of such claim, approved action, suit or proceeding, the Indemnifying Party shall not be liable for any legal or other expenses subsequently incurred by the Indemnified PartyParty in connection with the defense thereof, which approval shall not be unreasonably withheld) and provided, that the Indemnified Party may, at its election option and at its own expense, participate in (but not control) such defense and employ counsel separate from the defense counsel employed by the Indemnifying Party. The Indemnifying Party shall be liable for the reasonable fees and expenses of such Third-counsel employed by the Indemnified Party Claim. If for any period in which the Indemnifying Party does has not so assume assumed the defense thereof (other than during any period in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled failed to be indemnified against give the notice provided above). The parties shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims, notwithstanding any dispute as to liability as between the parties under this Article 12XII. The parties shall also cooperate in any such defense, give each other full access to all information relevant thereto and make employees and other representatives available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense, the Indemnifying Party shall pay all costs incident not be obligated to indemnify the defense of such Third-Indemnified Party Claim, including attorneys’ fees, litigation and appeal expenses, hereunder for any settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by entered into without the Indemnifying Party)'s prior written consent, which consent shall not be unreasonably withheld or delayed. If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified The Indemnifying Party shall reimburse not settle any claim without the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of prior written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any consent of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.withheld or delayed. The provisions of this Section

Third Party Claims. (ia) Promptly after the receipt by the an Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, commencement of any Action by a third party claim in respect of which the Indemnified (a “Third Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party ClaimsClaim”), the such Indemnified Party shall promptly give notice thereof in writing shall, if a claim with respect thereto is to be made against the Indemnifying Party, specifying give such Indemnifying Party written notice of such Third Party Claim in reasonable detail in light of the information circumstances then available regarding the amount and nature of Losses with respect theretoknown to such Indemnified Party (a “Third Party Claim Notice”); provided, however, that the failure of the Indemnified Party to so notify the Indemnifying Party will provide such notice shall not relieve the Indemnifying Party from any liability hereunder with respect of its obligations hereunder, subject to such Third-Party Claimthe Claim Period not having expired, except to the extent, and only to the extent, extent that such failure has actually and materially prejudiced to give notice shall prejudice any substantive defense available to the Indemnifying Party. (b) The Indemnifying Party shall be entitled to assume the defense of any Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense; provided, the Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Indemnifying Party has failed to defend or is failing to defend in good faith the Third Party Claim, or (iv) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this Article X, within thirty (30) days after receipt of a Third Party Claim Notice. The Indemnifying Party shall have the right right, at its sole cost and expense, to assume monitor the defense of any such Third-Third Party Claim (with counsel of the Indemnifying Party’s choiceClaim, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does which it is not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under assume or control pursuant to this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimedSection 10.7. (iiic) If the Indemnifying Party undertakes assumes the defense of any such Third-Third Party Claim, (i) it shall not settle the Third Party Claim or otherwise acknowledges its obligation to indemnify any without the consent of the Indemnified Parties hereunder Party unless the settlement shall include (A) no admission of liability on the part of any Indemnified Party and (B) an unconditional release of each Purchaser Indemnified Party or Seller Indemnified Party, as applicable, reasonably satisfactory to the Indemnified Party, from all liability with respect to such Third Party Claim, (ii) it shall indemnify and hold the Indemnified Party harmless from and against any Losses caused by or arising out of any settlement or judgment of such Third Party Claim and may not claim that it does not have an indemnification obligation with respect thereto, and (iii) the Indemnified Party shall have the right (but not the obligation) to participate in the defense of such Third Party Claim and to employ, at its Affiliates own expense, counsel separate from counsel employed by the Indemnifying Party; provided, that the fees, costs and expenses of such counsel shall be at the expense of the Indemnifying Party if the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. (d) The Indemnified Party shall not entitled to (and shall not) settle or release any such Third-Third Party Claims Claim without the consent of the Indemnifying Party if the Indemnifying Party shall have any obligation as a result of such settlement (whether monetary or otherwise) unless such settlement is consented to in writing by the Indemnifying Party, which such consent not to be unreasonably withheld or delayed. (e) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim. Any consent to be given by the Purchaser Indemnified Parties under this Section 10.7 shall be given by the Purchaser acting on behalf of the Purchaser Indemnified Parties and any consent to be given by the Seller Indemnified Parties under this Section 10.7 shall be given by the Parent Seller acting on behalf of the Seller Indemnified Parties. (f) This Section 10.7 shall not apply to Tax Contests, which shall be unreasonably withheldgoverned by Section 10.8 nor shall it apply to Covered Claims, which shall be governed by Schedule 10.2(f) of the Disclosure Letter.

Third Party Claims. Promptly (inot to exceed 10 calendar days) Promptly after the receipt by the Indemnified Party either party of notice of, of any Liability or otherwise acquiring knowledge of the assertion of, Loss asserted by any third party claim in respect of which the against any Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (collectively, an “Third-Party ClaimsAction”), the Indemnified Party shall promptly which Action is subject to indemnification under this Agreement, such party will give reasonable written notice thereof in writing to the Indemnifying Party, specifying including, without limitation, copies of any notices or other materials received in reasonable detail the information then available regarding the amount and nature of Losses connection with respect theretosuch claim for indemnification; provided, however, that any failure of an Indemnified Party to give timely notice pursuant to this Section 7.5(a) shall not preclude a claim by the failure Indemnified Party for indemnification hereunder, but shall give rise to so notify a claim by the Indemnifying Party will not relieve against the Indemnified Party for direct damages directly incurred by the Indemnifying Party from any as a result of such failure. The Indemnified Party will be entitled, at the sole expense and liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced of the Indemnifying Party. (ii) The Indemnifying Party shall have , to exercise full control of the right to assume the defense defense, compromise or settlement of any Action unless the Indemnifying Party, within a reasonable time (but not more than 10 Business Days) after the receipt of such Third-notice by the Indemnified Party, (i) notifies the Indemnified Party Claim (with counsel in writing of the Indemnifying Party’s choiceintention to assume such defense, approved by (ii) consults with the Indemnified Party with respect to the handling of such Action and retains legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action, and (iii) provides the Indemnified Party with evidence to the Indemnified Party’s reasonable satisfaction that the Indemnifying Party is and will be able to satisfy any Liabilities in respect of such Action; it being agreed and understood that if sufficient Escrow Funds remain under the Escrow Agreement to handle such Action, which approval than this subsection (iii) shall not be unreasonably withheld) applicable to such Action. The other party will cooperate with the party assuming the defense, compromise or settlement of any Action in accordance with this Agreement in any manner that such party reasonably may request. If the Indemnifying Party assumes the defense of any Action, as provided above, it will do so diligently and in good faith and the Indemnified Party may, at its election will have the right to employ separate counsel and expense, to participate in (but not control) the defense defense, compromise or settlement of the Action, but the fees and expenses of such Third-counsel will be at the expense of the Indemnified Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, unless (A) the Indemnified Indemnifying Party may assume has agreed to pay such fees and control the defense of such Third-Party Claim, in a reasonable manner, and expenses or (B) the Indemnified Party has been advised by its counsel that there may be one or more defenses available to it that are different from or additional to those available to the Indemnifying Party may participate Party, and in (but not control) any such case that portion of the defense fees and expenses of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate separate counsel that are reasonably related to such different or additional matters covered by the indemnity provided in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts VII will be paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the No Indemnified Party will settle, admit fault or liability with respect to, or compromise any such Action for which it is entitled to be indemnified against indemnification under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims Agreement without the prior written consent of the Indemnifying Party, which such consent shall not to be unreasonably withheld, unless the Indemnifying Party has failed, after reasonable notice, to undertake control of such Action in the manner provided in this Section 7.5(a). No Indemnifying Party will settle or compromise any such Action without the prior written consent of the Indemnified Party unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party and does not otherwise impose any other Liability, injunction or equitable relief on the Indemnified Party or have any other adverse impact on the Indemnified Party.

Third Party Claims. (i) Promptly after receipt by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third a party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from hereunder (the Indemnifying Party under this Article 12 “Indemnitee”) of notice of any demand, claim or circumstance which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an “Third-Party ClaimsAsserted Liability”)) that may result in Damages, the Indemnified Party Indemnitee shall promptly give notice thereof (the “Claims Notice”) to the party or parties with an obligation to indemnify (the “Indemnifying Party”). The Claims Notice shall describe the Asserted Liability in writing reasonable detail and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Damages that have been or may be suffered by the Indemnitee. The Indemnifying Party may elect to defend, at its own expense and by its own counsel, any Asserted Liability, unless the Indemnitee believes in good faith on the advice of counsel that (i) there are one or more legal or equitable defenses available to it that are different from or additional to those available to the Indemnifying Party, specifying or (ii) such Asserted Liability could reasonably be expected to result in reasonable detail a grant of injunctive or equitable relief. If the information then available regarding Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) days (or sooner, if the amount and nature of Losses with respect thereto; the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability at the sole cost of the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that the failure consent to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval settlement or compromise shall not be unreasonably withheld) . The Indemnifying Party shall reimburse the Indemnitee promptly on demand for the costs and expenses of any defense presented or compromise entered into by such Indemnitee. In any event, the Indemnitee and the Indemnified Indemnifying Party may, at its election and expense, may participate in (but not control) ), at their own expense, in the defense of such Third-Party ClaimAsserted Liability. If the Indemnifying Party does not so assume chooses to defend the defense in a timely mannerclaim, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) Indemnitee shall make available to the Indemnifying Party may participate any books, records or other documents within its control that are necessary or appropriate for such defense. Upon payment in (but not control) full of any Damages or the defense payment of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith any judgment or settlement with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12any Asserted Liability, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable be subrogated to the extent not incurred directly by of such payment to the rights of the Indemnitee against any person with respect to the subject matter of such Claim or Third Party Claim. The Indemnitee shall assign or otherwise cooperate with the Indemnifying Party). If , at the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation cost and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent expense of the Indemnifying Party, to pursue any claims against, or otherwise recover amounts from, any person liable or responsible for any Damages for which consent shall not be unreasonably withheldindemnification has been received pursuant to this Agreement.

Third Party Claims. (i) Promptly after receipt In the event a Claim Notice is delivered timely with respect to a Third Party Claim, the Indemnifying Party may assume the defense and control of such Third Party Claim by delivery of written notice to the Indemnified Party; provided, that the Indemnifying Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to shall not be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature assume or maintain control of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume the defense of any such Third-Third Party Claim (with counsel to the extent the Third Party Claim primarily seeks non-monetary relief or involves criminal allegations. The assumption of the defense by the Indemnifying Party of any Third Party Claim shall not require the Indemnifying Party to agree to be liable for any Damages in respect of such Third Party Claim and shall be without prejudice to any rights or defenses of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense respect of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which whether the Indemnified Party is entitled to be indemnified against indemnification under this Article 123 for any particular Damages. Should an Indemnifying Party elect to assume the defense of a Third Party Claim, the Indemnifying Party shall pay all costs incident will not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense of thereof. If the Indemnifying Party assumes such Third-defense, the Indemnified Party Claimwill have the right to participate in the defense thereof and to employ counsel, including attorneys’ feesat its own expense, litigation and appeal expensesseparate from the counsel employed by the Indemnifying Party, settlement payments and amounts paid in satisfaction of judgments (providedit being understood, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of will control such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party)defense. Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes chooses to defend any Third Party Claim, all the Parties will cooperate in the defense or prosecution of such Third Party Claim. Such cooperation will include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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. Whether or not the Vendor has assumed the defense of a Third Party Claim, neither Purchaser nor any such Third-of its Affiliates (including the Corporation) will admit any liability with respect to, consent to the entry of any judgment, or settle, compromise or discharge, any Third Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldVendor.

Third Party Claims. (i) Promptly after receipt by the any Purchaser Party or Company Party (in either case, an “Indemnified Party Party”) of notice ofof any demand, claim, or otherwise acquiring knowledge of the assertion of, any circumstances from a third party which would or might give rise to a claim or the commencement of any Action in respect of which the Indemnified Party reasonably believes it is reasonably likely indemnity may be sought pursuant to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”Section 4.6(a), the such Indemnified Party shall promptly give notice thereof notify the applicable Purchaser or the Company (as applicable, the “Indemnifying Party”) in writing to describing such Loss, including the amount thereof, if known, in such detail as is reasonably practicable and the Indemnifying Party shall have thirty (30) calendar days after receipt of such notice to notify the Indemnified Party that it elects to assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, specifying in reasonable detail and shall assume the information then available regarding the amount payment of all fees and nature of Losses with respect theretoexpenses; provided, however, that the failure of any Indemnified Party so to so notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability of its obligations hereunder with respect to such Third-Party Claim, except to the extent, and only to extent that the extent, that such failure has Indemnifying Party is actually and materially and adversely prejudiced by such failure to notify. If the Indemnifying Party. (ii) The Party timely notifies the Indemnified Party of its election to assume the defense of such third party claim, the Indemnifying Party shall have the right to undertake, conduct and control, the defense, conduct and settlement of such third party claim and the Indemnified Party shall provide its reasonable cooperation, including providing reasonable access to records and personnel, to the Indemnifying Party in connection therewith. In any such Action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, (ii) the Indemnifying Party shall have failed to assume the defense of any such Third-Party Claim Action within such thirty (with 30) calendar day period, or (iii) in the reasonable judgment of counsel of the Indemnifying Party’s choice, approved by the to such Indemnified Party, which approval representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, liable for any settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of Action effected without its written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Partyconsent, which consent shall not be unreasonably withheld, delayed or conditioned. Without the prior written consent of the Indemnified Party, the Indemnifying Party shall not effect any settlement of any pending or threatened Action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such Action.

Third Party Claims. (i) Promptly after receipt If a claim by the a third party is made against any Indemnified Party, and if such Indemnified Party of notice ofintends to seek indemnity with respect thereto under Section 17, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the such Indemnified Party shall promptly give notice thereof in writing to notify the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature Party of Losses with respect theretosuch claims; provided, however, that the failure to so notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claimof its obligations hereunder, except to the extent, and only to extent that the extent, that such failure has Indemnifying Party is actually and materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days after receipt of such notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Indemnifying Party. , of the settlement or defense thereof and the Indemnified Party shall cooperate with it in connection therewith; provided, that (i) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party and (ii) The the Indemnifying Party shall promptly be entitled to assume the defense of such action only to the extent the Indemnifying Party acknowledges its indemnity obligation; provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party or (ii) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim. Any Indemnified Party 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 at the expense of the Indemnifying Party unless (x) the Indemnifying Party shall have failed, within a reasonable time after having been notified by the Indemnified Party of the existence of such claim as provided in the preceding sentence, to assume the defense of any such Third-Party Claim claim, (with y) the employment of such counsel of has been specifically authorized in writing by the Indemnifying Party’s choice, approved or (z) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there may be one or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party, or available to the Indemnifying Party the assertion of which would be adverse to the interests of the Indemnified Party. So long as the Indemnifying Party is reasonably contesting any such claim in good faith, which approval shall not be unreasonably withheld) and the Indemnified Party mayshall not pay or settle any such claim. Notwithstanding the foregoing, at its election and expensethe Indemnified Party shall have the right to pay or settle any such claim, participate provided that in (but not control) such event it shall waive any right to indemnity therefor by the defense of Indemnifying Party for such Third-claim unless the Indemnifying Party Claimshall have consented to such payment or settlement. If the Indemnifying Party does not so assume the defense in a timely manner, (A) notify the Indemnified Party may assume and control within thirty (30) days after the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12thereof, the Indemnified Party shall reimburse have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without , except with the consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld, enter into any settlement that is not entirely indemnifiable by the Indemnifying Party pursuant to this Agreement and does not include as an unconditional term thereof the giving by the person or persons asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim or consent to entry of any judgment. The Indemnifying Party and the Indemnified Party shall cooperate with each other in all reasonable respects in connection with the defense of any claim, including making available records relating to such claim and furnishing, without expense to the Indemnifying Party and/or its counsel, such employees of the Indemnified Party as may be reasonably necessary for the preparation of the defense of any such claim or for testimony as witnesses in any proceeding relating to such claim.

Third Party Claims. (i) Promptly after receipt by the a SELLER Indemnified Party or a PURCHASER Indemnified Party (an “Indemnified Party”) of notice of, of any matter or otherwise acquiring knowledge the commencement of the assertion of, any action or claim by a third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely intends to be entitled to seek indemnification from the Indemnifying Party under this Article 12 hereunder (a “Third-Party ClaimsClaim”), the Indemnified Party shall promptly give notice notify the Party that may be obligated to provide such indemnification under this Section 14 (an “Indemnifying Party”) of such claim thereof in writing to the Indemnifying Partywriting, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, provided that the any failure to so notify the Indemnifying Party will shall not relieve it from any liability other than to the extent the Indemnifying Party from any liability hereunder with respect is actually prejudiced by such failure. Within 15 days of receiving the above notice, effective upon written notice to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so must (i) assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, (ii) confirm in a reasonable mannerwriting its responsibility for all defense costs and expenses, liabilities and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of obligations arising from such Third-Party Claims. If Claim and (iii) demonstrate to the reasonable satisfaction of the Indemnified Party its financial capability to undertake the defense and provide indemnification with respect to such Third-Party Claim isand its selection of counsel reasonably satisfactory to such Indemnified Party; provided, in facthowever, a Third-Party Claim to which that: (i) the Indemnified Party is shall be entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to participate in the defense of such Third-Party Claim, including attorneys’ fees, litigation Claim and appeal expenses, settlement payments to employ counsel of its own selection and amounts paid at its own expense to assist in satisfaction the handling of judgments such matter or claim; (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by ii) the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which shall consult with the Indemnified Party is entitled prior to be indemnified against under this Article 12acting on major matters, the Indemnified and each Party shall reimburse provide the Indemnifying other Party for with all costs incident cooperation, documents and information reasonably requested by the other Party; and (iii) no Party shall, without the prior written consent of the other Party in its sole discretion, consent to the defense entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Party of a full and complete release from all liability in respect of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt by the any Purchaser Party (each, an “Indemnified Party Party”) of notice ofof any demand, claim, or otherwise acquiring knowledge circumstances which would or might give rise to a claim or the commencement of the assertion of, any third party claim Action in respect of which the Indemnified Party reasonably believes it is reasonably likely indemnity may be sought pursuant to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”Section 4.7(a), the such Indemnified Party shall promptly give notice thereof notify the Company in writing and the Company may assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnifying such Indemnified Party, specifying in reasonable detail and shall assume the information then available regarding the amount payment of all fees and nature of Losses with respect theretoexpenses; provided, however, that the failure of any Indemnified Party so to so notify the Indemnifying Party will Company shall not relieve the Indemnifying Party from any liability Company of its obligations hereunder with respect to such Third-Party Claim, except to the extent, and only to extent that the extent, that such failure has Company is actually and materially and adversely prejudiced the Indemnifying Party. (ii) The Indemnifying by such failure to notify. In any such Action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Company and the Indemnified Party shall have mutually agreed to the retention of such counsel, (ii) the Company shall have failed promptly to assume the defense of any such Third-Action and to employ counsel reasonably satisfactory to such Indemnified Party Claim in such Action, or (with iii) in the reasonable judgment of counsel of the Indemnifying Party’s choice, approved by the to such Indemnified Party, which approval shall not representation of both parties by the same counsel would be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect inappropriate due to the defense actual or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (potential differing interests between them; provided, however, that such costs the Company shall not be liable for the fees and amounts are reasonable to the extent expenses of more than one separate firm of attorneys (plus local counsel, if reasonably necessary) at any time for each group of Affiliated Indemnified Parties. The Company shall not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party liable for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, any settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of Action effected without its written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Partyconsent, which consent shall not be unreasonably withheld, delayed or conditioned. Without the prior written consent of the Indemnified Party, the Company shall not effect any settlement of any pending or threatened Action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such Action.

Third Party Claims. With respect to any Third Party Claim (ia) Promptly after receipt by that seeks as recovery solely the payment of money damages, (b) that will not result in the Indemnified Party of notice of, becoming subject to injunctive or other relief or otherwise acquiring knowledge adversely affect the business or reputation of Purchaser or any of its Affiliates (including the assertion ofCompany), (c) that does not involve any third party claim in respect allegation of which criminal conduct or potential enforcement penalties by any Governmental Authority, and (d) if the Indemnified Party reasonably believes it is reasonably likely a Purchaser Indemnified Party, the amount does not exceed the Closing Consideration and the Third Party Claim does not relate to be entitled to indemnification from Company IP, the Indemnifying Party under this Article 12 (“Third-Party Claims”), shall have 15 days following receipt of the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder Claim Notice with respect to such Third-Third Party Claim, except Claim to deliver to the extentIndemnified Party a written acknowledgement that (i) such Third Party Claim is an indemnifiable claim for which it is liable under this Article VIII, subject to the limitations set forth in Section 8.5, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The it will undertake, conduct and control (in accordance with the terms hereof), through counsel of its own choosing (provided that such counsel must be reasonably acceptable to the Indemnified Party) and at its own expense, the settlement or defense thereof, in which case the Indemnifying Party shall have the right to assume conduct and control the settlement or defense of any such Third-Third Party Claim (Claim. The Indemnified Party shall reasonably cooperate with counsel of the Indemnifying Party’s choiceParty and its counsel in connection therewith and may participate in such settlement or defense through counsel chosen by such Indemnified Party and paid at its own expense, approved by provided that, if in the opinion of counsel for the Indemnified Party, which approval shall not be unreasonably withheld) there is a reasonable likelihood of a conflict of interest between the Indemnifying Party and the Indemnified Party, the Indemnifying Party may, at its election shall be responsible for reasonable fees and expense, participate expenses of one counsel to such Indemnified Party in (but not control) the defense of connection with such Third-Party Claimsettlement or defense. If the Indemnifying Party does not so assume the defense in a timely manner, (A) notify the Indemnified Party may assume within such 15-day period (or the Indemnifying Party notifies the Indemnified Party that it disputes such indemnification claim during such 15-day period), the Indemnified Party shall have the right to undertake, at the Indemnifying Party’s cost, risk and control expense, the defense or settlement of such Third-Third Party Claim, in a reasonable manner, and (B) Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement; provided that the Indemnifying Party may participate in (but not control) the such settlement or defense of through counsel chosen by such action, Indemnifying Party and paid at its election and own expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation A) reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder cooperate with respect thereto, the Indemnified Party and its Affiliates are not entitled to counsel in connection with the settlement or defense of any Third Party Claim for which the Indemnified Party undertakes the defense or settlement and (B) advance the Indemnified Party promptly and periodically for the reasonable costs of settling or defending against such Third Party Claim (including reasonable attorneys’ fees and expenses). The Indemnifying Party shall not, except with the consent of the Indemnified Party, enter into any settlement of a Third Party Claim that (1) includes any admission of fault by the Indemnified Party, (2) provides for any remedy other than money damages, (3) will not be paid entirely by the Indemnifying Party, or (4) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties of an unconditional release from all Liability with respect to such claim or consent to entry of any judgment. No Indemnified Party may pay or settle or release any such Third-Third Party Claims Claim without the consent of the Sellers, with respect to claims where the Sellers are (or any Seller is) the Indemnifying Party, or of Purchaser, with respect to claims where Purchaser is the Indemnifying Party, in either case, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, no Seller shall be entitled to (x) control any claim relating to Taxes of Purchaser or its Affiliates, or the Company for any Post-Closing Tax Period or (y) settle, either administratively or after the commencement of any Action, any claim for Taxes which could adversely affect the Liability of Purchaser or its Affiliates, or the Company for Taxes for any Post-Closing Tax Period, in either case ((x) and (y)), without the prior written consent of Purchaser.

Third Party Claims. (i) Promptly after receipt by the If any Indemnified Party of receives notice of, or otherwise acquiring knowledge of the assertion of, or commencement of any third Action made or brought by any Person who is not a party claim in respect to this Agreement or an Affiliate of which a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party reasonably believes it is reasonably likely with respect to be entitled to indemnification from which the Indemnifying Party is obligated to provide indemnification under this Article 12 (“Third-Party Claims”)Agreement, the Indemnified Party shall promptly give the Indemnifying Party reasonably prompt written notice thereof thereof, but in writing any event not later than thirty (30) calendar days after receipt of such notice of such Third Party Claim. The failure of the Indemnified Party to give reasonably prompt notice of any Third Party Claim shall not release, waive or otherwise affect the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses ’s obligations with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extentthereto unless, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party can demonstrate actual material loss and material prejudice as a result of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. (ii) . The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any such Third-Third Party Claim (with counsel of at the Indemnifying Party’s choiceexpense and by the Indemnifying Party’s own counsel, approved by and the Indemnified Party shall cooperate in good faith in such defense; provided, that such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to or materially injure the Indemnified Party’s reputation or future business prospects, or (y) seeks an injunction or other equitable relief against the Indemnified Party, and the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which approval the Indemnified Party reasonably determines counsel is required. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party; or (C) the claim for indemnification relates to or arises in connection with any criminal or quasi criminal or regulatory proceeding, action, indictment, allegation or investigation, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not be unreasonably withheld) and to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, at its election pay, compromise, defend such Third Party Claim and expenseseek indemnification for any and all Losses based upon, participate arising from or relating to such Third Party Claim. The Company and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (but not controlsubject to the provisions of Section 5.03) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees or appropriate persons of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Third Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense Notwithstanding any other provision of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12Agreement, the Indemnifying Party shall pay all costs incident to the defense not enter into settlement of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-any Third Party Claim is, in fact, not a Third-Party Claim to which without the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense prior written consent of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt In the event that any Action shall be instituted or that any claim or demand shall be asserted by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the Indemnified indemnification may be sought under Section 10.2 (a “Third Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party ClaimsClaim”), the Indemnified Party shall promptly give notice thereof in writing deliver a Claim Notice to the Indemnifying Party of the assertion of any Third Party Claim of which it has knowledge which is covered by this indemnity. The failure of the Indemnified Party to reasonably deliver a Claim Notice in respect of any Third Party Claim shall not release, waive or otherwise affect the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses ’s obligations with respect thereto; provided, however, thereto except to the extent that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and shall have been materially prejudiced the Indemnifying Partyby such failure. (ii) The Indemnifying Party shall have the right to assume conduct (at the Indemnifying Party’s expense) the defense of a Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, upon delivery of notice to such Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice; provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim. The Indemnified Party shall be entitled to be indemnified for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third-Third Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claimaccordance herewith. If the Indemnifying Party does not so assume delivers a Defense Notice and thereby elects to conduct the defense in a timely mannerof the Third Party Claim, (Ai) such Indemnified Party will reasonably cooperate with and make available to the Indemnifying Party such assistance as the Indemnifying Party may reasonably request in the defense of such Third Party Claim, all at the sole expense of the Indemnifying Party, (ii) the Indemnified Party may assume and control shall have the right at its sole expense to participate in the defense (including any discussions or negotiations in connection with the settlement, adjustment or compromise) of such Third-Third Party ClaimClaim assisted by counsel of its own choosing, in a reasonable manner, and (Biii) the Indemnifying Party may participate shall deliver to the Indemnified Party, reasonably in (but not control) advance so as to provide the defense of such action, at its election and expense. The Indemnified Party a reasonable opportunity to review and its Affiliates shall cooperate in good faith comment, copies of all pleadings, notices, offers of settlement and non-privileged communications with respect to the defense or handling of such Third-Party Claims. If the Third-Third Party Claim is, in fact, a Third-and (iv) the Indemnifying Party Claim to which shall keep the Indemnified Party is entitled reasonably apprised of developments with respect to be indemnified against under this Article 12such Third Party Claim and the defense thereof. (iii) Notwithstanding the foregoing, the Indemnifying Party shall pay all costs incident not be entitled to control the defense of any Third Party Claim if: (A) such Third-claim for indemnification is with respect to an Action by a Governmental Authority with respect to Taxes of Seller or Seller Parent, (B) the applicable Indemnified Party has been advised by counsel that a material conflict of interest exists between the Indemnifying Party and such Indemnified Party with respect to such Third Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by C) the Indemnifying Party). If Party has failed to deliver the Third-Defense Notice or is failing to adequately prosecute or defend such Third Party Claim, (D) or such Third Party Claim isseeks (1) an injunction or other equitable relief against such Indemnified Party, (2) involves criminal or quasi criminal allegations, or (3) involves a claim in factan amount which, not a Third-Party Claim together with previous and pending claim amounts, would exceed the Purchase Price. In the event that (x) outside counsel to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse in good faith determine that there are one or more legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent that are not thereafter asserted by the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by on the Indemnified Party). Any payments required ’s behalf or (y) there exists a conflict of any interest between the Indemnifying Party or and the Indemnified Party hereunder that cannot be waived, the Indemnifying Party shall be made promptly following receipt liable for the reasonable fees and expenses of written demand therefor, accompanied by documentation reasonably substantiating one law firm to the costs and amounts therein claimed. (iii) Indemnified Party. If the Indemnifying Party undertakes elects not to compromise or defend such Third Party Claim, fails to timely deliver a Defense Notice as provided in this Agreement, or is not entitled to assume the defense under the terms of this Agreement, then the Indemnified Party may pay, settle, compromise and defend such Third Party Claim and seek indemnification for any and all Losses to the extent indemnifiable pursuant to this Article X. If an Indemnified Party settles a Third Party Claim without the prior written consent of the applicable Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed), then such settlement shall not be determinative of the amount or existence of Losses for which the Indemnifying Party is liable hereunder; provided that, in no event shall the Indemnifying Party be liable for any amount in excess of the Losses awarded or agreed upon with respect to such settlement. If the Indemnifying Party assumes the defense of an Action, no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (1) there is no finding or admission of any violation of any Law or order of any Governmental Authority or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (3) the Indemnified Party will have no liability or obligation with respect to any compromise or settlement of such Third-Party Claim claims effected without its consent, and such compromise or otherwise acknowledges its obligation to indemnify any settlement provides for a complete, unconditional release in customary form from all obligations and liabilities of the Indemnified Parties hereunder Party with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldclaim.

Third Party Claims. (ia) Promptly In the case of Claims made by a third party after the Closing (a “Third Party Claim”) with respect to which the Claiming Party seeks to make a Claim against the Responding Party as a result of the breach by the Responding Party of any representation, warranty, certification or covenant made by such Responding Party in or pursuant to this Agreement or any Closing Document, the Claiming Party shall give written notice to the Responding Party of any such Third Party Claim forthwith after receiving notice thereof. If the Claiming Party fails to give such written notice to the Responding Party, such failure shall not preclude the Claiming Party from making such Claim against the Responding Party, but its right to indemnification may be reduced to the extent that such delay prejudiced the defence of the Third Party Claim or increased the amount of liability or the cost of the defence. (b) The Responding Party shall have the right, by written notice to the Claiming Party given not later than thirty (30) days after receipt by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion ofnotice referred to in Subsection 6.6(a), to assume the control of the defence, compromise or settlement of the Third Party Claim. (c) Upon the assumption of control of any third party claim in respect of which the Indemnified Third Party reasonably believes it is reasonably likely to be entitled to indemnification from Claim by the Indemnifying Party under this Article 12 (“Third-Party Claims”as contemplated by Subsection 6.6(b), the Indemnified Responding Party shall promptly give notice thereof in writing diligently proceed with the defence, compromise or settlement of the Third Party Claim at its sole expense, including, if necessary, employment of counsel reasonably satisfactory to the Indemnifying PartyClaiming Party and, specifying in reasonable detail connection therewith, the information then available regarding Claiming Party shall co-operate fully (but at the amount and nature expense of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Responding Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Thirdany reasonable out-Party Claim, except of-pocket expenses incurred by the Claiming Party) to make available to the extentResponding Party all pertinent information and witnesses under the Claiming Party’s control, make such assignments and only take such other steps as in the opinion of counsel for the Responding Party, acting reasonably, are reasonably necessary to enable the extent, that Claiming Party to conduct such failure has actually and materially prejudiced the Indemnifying Party. (ii) defence. The Indemnifying Claiming Party shall have the right to assume participate in the defense negotiation, settlement or defence of any such Third-Third Party Claim (with counsel at its own expense and no Third Party Claim shall be settled, compromised or otherwise disposed of without the prior written consent of the Indemnifying Party’s choice, approved by the Indemnified Claiming Party, which approval shall such consent not to be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claimwithheld or delayed. If the Indemnifying Responding Party does elects to assume control of the Third Party Claim as contemplated by Subsection 6.6(b), the Claiming Party shall not so assume pay, or permit to be paid, any part of the defense Third Party Claim unless the Responding Party consents in a timely mannerwriting to such payment or unless the Responding Party, (A) subject to the Indemnified Party may assume and control last sentence of Subsection 6.6(d), withdraws from the defense defence of such Third-Third Party Claim or unless a final judgment from which no appeal may be taken by or on behalf of the Responding Party is entered against the Claiming Party in respect of such Third Party Claim. (d) If the Responding Party fails to give written notice to the Claiming Party as contemplated by Subsection 6.6(b), the Claiming Party shall be entitled to make such settlement of the Third Party Claim, in a reasonable manneror otherwise deal therewith, as it deems appropriate, acting reasonably, and (B) such settlement or any other final determination of the Indemnifying Party may participate in (but not control) claim or demand shall be binding upon the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party ClaimsResponding Party. If the Third-Responding Party Claim isfails to defend or, in factif after commencing or undertaking such defence, a Third-Party Claim fails to which the Indemnified Party is entitled to be indemnified against under this Article 12prosecute or withdraws from such defence, the Indemnifying Claiming Party shall pay all costs incident have the right to undertake the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, defence or settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party)thereof. If the Third-Claiming Party assumes the defence of any Third Party Claim is, in fact, not and proposes to settle it prior to a Third-Party Claim final judgment thereon or to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and forego any appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, then the Indemnified Claiming Party shall give the Responding Party prompt written notice thereof, and its Affiliates are not entitled the Responding Party shall have the right to (and shall not) settle participate in the settlement or release any assume or reassume the defence of such Third-Third Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldClaim.

Third Party Claims. (i) Promptly after receipt by Any Mylan Indemnitee or Abbott Indemnitee seeking indemnification under this Agreement (an “Indemnified Party”) with respect to any claim asserted against the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any by a third party claim (a “Third Party Claim”) in respect of which the Indemnified Party reasonably believes it any matter that is reasonably likely to be entitled subject to indemnification from under Section 12.1 or Section 12.2, as applicable, shall promptly deliver to the other Party (the “Indemnifying Party”) a written notice (a “Third Party under this Article 12 Claim Notice”) setting forth a description in reasonable detail of the nature of the Third Party Claim, a copy of all papers served with respect to such Third Party Claim (“Third-Party Claims”if any), the basis for the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in ’s request for indemnification under this Agreement and a reasonable detail the information then available regarding the amount and nature estimate (if calculable) of any Losses suffered with respect theretoto such Third Party Claim; provided, however, that the failure to so notify transmit a Third Party Claim Notice shall not affect the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party ClaimParty’s obligations under this Article 12, except to the extent, and only to extent that the extent, that such failure has actually and Indemnifying Party is materially prejudiced the Indemnifying Partyas a result of such failure. (ii) The If a Third Party Claim is asserted against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it elects, to assume and control the defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party and to settle such Third Party Claim at the discretion of the Indemnifying Party; provided, however, that the Indemnifying Party shall not, except with the written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed), enter into any settlement or consent to entry of any judgment that (1) does not include the provision by the Person(s) asserting such claim to all Indemnified Parties of a full, unconditional and irrevocable release from all Liability with respect to such Third Party Claim, (2) includes an admission of fault, culpability or failure to act by or on behalf of any Indemnified Party or (3) includes injunctive or other nonmonetary relief affecting any Indemnified Party. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal fees or expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that the Indemnified Party shall have the right to assume participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party (it being understood that the Indemnifying Party shall control such defense), provided that the Indemnifying Party will pay the costs and expenses of any such Third-separate counsel if, based on the reasonable opinion of legal counsel to the Indemnified Party Claim (with counsel of reasonably acceptable to the Indemnifying Party’s choice, approved by a conflict or potential conflict of interest exists between the Indemnified Party, which approval shall not be unreasonably withheld) Indemnifying Party and the Indemnified Party may, at its election and expense, participate in (but not control) the defense which makes representation of such Third-Party Claim. If both parties inappropriate under applicable standards of professional conduct; provided further that the Indemnifying Party does shall not so assume the defense be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-connection with any Third Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party may retain or take over the control of the defense or settlement of any Third Party Claim the defense of which the Indemnifying Party has elected to control if the Indemnified Party irrevocably waives its right to indemnity under this Article 12 and its Affiliates shall cooperate in good faith fully releases the Indemnifying Party with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Third Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If All of the Indemnifying Party undertakes Parties shall cooperate in the defense or prosecution of any such Third-Third Party Claim in respect of which indemnity may be sought hereunder and each Party (or otherwise acknowledges its obligation to indemnify any a duly authorized representative of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to such Party) shall (and shall notcause its Affiliates to) settle or release any furnish such Third-Party Claims without the consent of the Indemnifying Partyrecords, which consent shall not information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be unreasonably withheldreasonably requested in connection therewith.

Third Party Claims. (i) Promptly If the claim or demand set forth in the Notice of Claim is a claim or demand asserted by a third party (a "Third Party Claim"), the Indemnifying Party shall have 15 days (or such shorter period if an answer or other response or filing with respect to the pleadings served by the third party is required prior to the 15th day) after the date of receipt by the Indemnifying Party of the Notice of Claim (the "Notice Date") to notify the Indemnified Party in writing of the election by the Indemnifying Party to defend the Third Party Claim on behalf of the Indemnified Party. ii) If the Indemnifying Party elects to defend a Third Party Claim on behalf of the Indemnified Party, the Indemnified party shall make available to the Indemnifying Party and its agents and representatives all records and other materials in its possession which are reasonably required in the defense of the Third Party Claim and the Indemnifying Party shall pay any expenses payable in connection with the defense of the Third Party Claim as they are incurred (whether incurred by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from Indemnifying Party). iii) In no event may the Indemnifying Party under this Article 12 (“Third-settle or compromise any Third Party Claims”)Claim without the Indemnified Party's consent, which shall not be unreasonably withheld. iv) If the Indemnifying Party elects to defend a Third Party Claim, the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume participate in the defense of any the Third Party Claim, at the Indemnified Party's expense (and without the right to indemnification for such Third-expense under this Agreement). However, the reasonable fees and expenses of counsel retained by the Indemnified Party Claim shall be at the expense of the Indemnifying Party if (a) the use of the counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest; (b) the parties to such proceeding include both the Indemnified Party and the Indemnifying Party and there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party; (c) within 10 days after being advised by the Indemnifying Party of the identity of counsel to be retained to represent the Indemnified Party, the Indemnified Party shall have objected to the retention of such counsel for valid reasons (which shall be stated in a written notice to Indemnifying Party), and the Indemnifying Party shall not have retained different counsel reasonably satisfactory to the Indemnified Party; or (d) the Indemnifying Party shall authorize the Indemnified Party to retain separate counsel at the expense of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld. v) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in elect to defend a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Third Party Claim, in or does not defend a reasonable manner, and (B) the Indemnifying Third Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate Claim in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12faith, the Indemnified Party shall reimburse have the Indemnifying Party for all costs incident right, in addition to any other right or remedy it may have hereunder, at the defense of such Third-Party Claim, including attorneys’ fees, litigation sole and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent exclusive expense of the Indemnifying Party, which consent to defend such Third Party Claim. vi) To the extent that an Indemnified Party recovers on a Third Party Claim, the amount of such recovery (after deduction of all costs and expenses incurred in connection with such Third Party Claim) shall not be unreasonably withheldreduce, dollar-for-dollar, the indemnification obligation otherwise owing by the Indemnifying Party.

Third Party Claims. (i) Promptly after receipt by the All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party claim against an Indemnified Party shall be made in accordance with the following procedures. An Indemnified Party shall give prompt written notification (not more than 30 days after becoming aware of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely claim) to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Thirdof the commencement of any action, suit or proceeding relating to a third-Party Claims”)party claim for which indemnification may be sought or, if earlier, upon the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature assertion of Losses with respect theretoany such claim by a third party; provided, however, provided that the failure to so notify the an Indemnifying Party will shall not relieve the Indemnifying Party from any liability of its obligations hereunder except to the extent that the Indemnifying Party has been materially prejudiced thereby. Such notification shall include a description in reasonable detail, to the extent known or on hand at the time, of the facts constituting the basis for such third-party claim, all relevant documentation with respect to such Thirdthird-Party Claimparty claim (including any summons, except to complaint, pleading, written demand or other document or instrument) and the extentamount of the Losses claimed. At any time after delivery of such notification, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right may, upon written notice thereof to assume the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) assume control of the defense of such Third-action, suit, proceeding or claim by acknowledging without qualification its indemnification obligations as provided in this Article IV in writing to the Indemnified Party Claimand assuming all liability for such claim for indemnification (without any reservation of rights). If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12defense, the Indemnified Party shall reimburse control such defense at the reasonable expense of the Indemnifying Party. The Party for all costs incident to not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense of thereof and shall have the right to settle such Third-Party Claimaction, including attorneys’ feessuit, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid proceeding or advanced the same (claim; provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iiii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are shall not entitled agree to (and shall not) settle any settlement of such action, suit, proceeding or release any such Third-Party Claims claim without the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld, conditioned or delayed), and (ii) the Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement does not impose injunctive or equitable relief on the Indemnified Party or its Affiliates and includes a complete release of the Indemnified Party and its Affiliates without prejudice.

Third Party Claims. (i) Promptly after receipt by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii1) The Indemnifying Party shall have the right to assume conduct at its expense the defense of a Third Party Claim, upon delivery of notice to the Indemnified Party (the "Defense Notice") within 20 days after the Indemnifying Party's receipt of the Claim Notice; provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim and acknowledge, without qualification, the right of the Indemnified Party to be indemnified for Losses incurred in connection with such Third Party Claim. The Indemnified Party shall be entitled to be indemnified for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third-Third Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claimaccordance herewith. If the Indemnifying Party does not so assume timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (2) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (i) such Indemnity Claim is with respect to a timely mannercriminal proceeding, action, indictment, allegation or investigation, (Aii) the Indemnified Party may assume has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim, or (iii) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third-Third Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is shall be entitled to be indemnified against under this Article 12retain its own counsel, and the Indemnifying Party shall pay all costs incident the reasonable fees and expenses of one counsel (in addition to any required local counsel). (3) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (i) settle or compromise a Third Party Claim or consent to the defense entry of such Third-any Order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, including attorneys’ fees, litigation and appeal expenses, ; (ii) settle or compromise any Third Party Claim if the settlement payments and amounts paid in satisfaction imposes equitable remedies or other obligations on the Indemnified Party; or (iii) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of judgments (provided, however, the Indemnified Party that such costs and amounts are reasonable gives rise to criminal liability with respect to the extent not incurred directly Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party). If Party in accordance with the Third-Party Claim is, in fact, not a Third-Party Claim to which terms of this Agreement shall be settled or compromised by the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the prior written consent of the Indemnifying Party, which Party (such consent shall not to be unreasonably withheld, conditioned or delayed).

Third Party Claims. (i) Promptly after receipt by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii1) The Indemnifying Party shall have the right to assume conduct at its expense the defense of a Third Party Claim, upon delivery of notice to the Indemnified Party (the “Defense Notice”) within 20 days after the Indemnifying Party’s receipt of the Claim Notice; provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim and acknowledge, without qualification, the right of the Indemnified Party to be indemnified for Losses incurred in connection with such Third Party Claim. The Indemnified Party shall be entitled to be indemnified for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third-Third Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claimaccordance herewith. If the Indemnifying Party does not so assume timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (2) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (i) such Indemnity Claim is with respect to a timely mannercriminal proceeding, action, indictment, allegation or investigation, (Aii) the Indemnified Party may assume has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim, or (iii) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third-Third Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is shall be entitled to be indemnified against under this Article 12retain its own counsel, and the Indemnifying Party shall pay all costs incident the reasonable fees and expenses of one counsel (in addition to any required local counsel). (3) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (i) settle or compromise a Third Party Claim or consent to the defense entry of such Third-any Order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, including attorneys’ fees, litigation and appeal expenses, ; (ii) settle or compromise any Third Party Claim if the settlement payments and amounts paid in satisfaction imposes equitable remedies or other obligations on the Indemnified Party; or (iii) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of judgments (provided, however, the Indemnified Party that such costs and amounts are reasonable gives rise to criminal liability with respect to the extent not incurred directly Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party). If Party in accordance with the Third-Party Claim is, in fact, not a Third-Party Claim to which terms of this Agreement shall be settled or compromised by the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the prior written consent of the Indemnifying Party, which Party (such consent shall not to be unreasonably withheld, conditioned or delayed).

Third Party Claims. (ia) Promptly after receipt The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any Third Party (“Third Party Claim”) and, subject to the limitations set forth in this Section 9.05, shall be entitled to control and appoint lead counsel (reasonably acceptable to the Indemnified Party) for such defense; provided that, prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnification obligation for any Losses resulting from such Third Party Claim as provided under this Article 9; and provided, further that the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party of notice ofif (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or otherwise acquiring knowledge of the assertion ofinvestigation, any third party claim in respect of which (ii) the Indemnified Party reasonably believes it is reasonably likely an adverse determination with respect to the Third Party Claim would be entitled detrimental to indemnification from the Indemnified Party’s reputation or future business prospects, (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party, (iv) the Indemnifying Party under has failed or is failing to prosecute or defend vigorously the Third Party Claim, as reasonably determined by the Indemnified Parties or (v) the specified damages of such Third Party Claim exceeds an amount equal to the unexhausted portion of the Indemnity Holdback less the sum of (A) the amount subject to any other Claims outstanding plus (B) the reasonably anticipated expenses for litigation of such Claim. The Indemnifying Party shall conduct any such defense in good faith, with appropriate diligence and in the best interest of the Indemnified Party. All expenses required to be paid by the Indemnifying Party described in this Article 12 9 may be paid from the Indemnity Holdback; provided that Parent has provided its written consent regarding all such expenses (“Third-which consent shall not be unreasonably withheld). (b) If the Indemnifying Party Claims”)is not entitled to, has declined to, or does not assume control of the defense of such a Third Party Claim (or has failed to notify the Indemnified Party shall promptly give notice thereof in writing of its election to defend such Third Party Claim) within thirty (30) days of the Indemnifying Party’s receipt of notice of such Claim, specifying in reasonable detail then the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so Indemnified Party may notify the Indemnifying Party will not relieve in writing that it elects to assume control of the defense of such a Third Party Claim, in which case, the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall not have the right to assume the defense of any such Third-Party Claim Claim. (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheldc) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so shall assume the defense in a timely manner, (A) the Indemnified Party may assume and control of the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-any Third Party Claim is, in fact, a Third-Party Claim to which accordance with the Indemnified Party is entitled to be indemnified against under provisions of this Article 12Section 9.05, the Indemnifying Party shall pay obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim if the settlement does not expressly unconditionally release the Indemnified Party from all costs incident liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against, or any other adverse effect on, the Indemnified Party. (d) The Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-any Third Party Claim is, in fact, not a Third-Party Claim and to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party employ separate counsel of its choice for all costs incident to the defense such purpose. The fees and expenses of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly separate counsel shall be borne by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If ; provided that the Indemnifying Party undertakes shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of any such Third-the Third Party Claim or otherwise acknowledges its obligation to indemnify any (ii) if representation of both the Indemnified Parties hereunder with respect thereto, Indemnifying Party and the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without by the consent same counsel would create a conflict of the Indemnifying Party, which consent shall not be unreasonably withheldinterest.

Third Party Claims. (ia) Promptly after receipt by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the The Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party ARTICLE VI shall have the right right, but not the obligation, to assume conduct and control, through counsel of its choosing, the defense of any such Third-third party claim, action, suit or proceeding (a “Third Party Claim (Claim”). Except with counsel the prior written consent of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnifying Party may compromise or settle a Third Party Claim that provides for injunctive or other non-monetary relief affecting the Indemnified Party may, at its election and expense, participate in (but or that does not control) completely release the defense of such Third-Party ClaimIndemnified Party. If Should the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume elect to conduct and control the defense of such Third-any Third Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident not be liable to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, for legal expenses subsequently incurred by the Indemnified Party shall reimburse in connection with the defense thereof. No Indemnified Party may compromise or settle any Third Party Claim for which the Indemnifying Party for all costs incident to has assumed the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party. The Indemnifying Party shall permit the Indemnified Party to participate in, which consent but not control, the defense of any such action or suit through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel shall be borne by the Indemnified Party. If the Indemnifying Party elects not to control or conduct the defense or prosecution of a Third Party Claim, the Indemnified Party shall have the full right to defend against such Third Party Claim and shall be unreasonably withheldentitled to settle or agree to pay in full such Third Party Claim and to recover any amounts paid plus all expenses incurred by the Indemnified Party (including attorneys’ fees) from the Indemnifying Party. The Indemnifying Party nevertheless shall have the right to participate in the defense or prosecution of such Third Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. (b) The parties hereto shall cooperate in the defense or prosecution of any Third Party Claim, with such cooperation to include (i) the retention of and the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim and (ii) the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder.

Third Party Claims. (i) Promptly after receipt by With respect to any Third Party Claims, the Indemnifying Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice. In such event, the Indemnifying Party shall reimburse the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which for all the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party under this Article 12 (“Third-to assume such control shall be made within 60 days of receipt of notice of the Third Party Claims”)Claim, failing which the Indemnifying Party shall be deemed to have elected not to do so. If the Indemnifying Party elects to assume such control, the Indemnified Party shall promptly give notice thereof in writing have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, specifying in having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable detail time, the information then available regarding the amount Indemnified Party shall be entitled to assume such control, and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party from shall, subject to Section 8.1(b) and Section 8.1(c) above, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability hereunder with of the Indemnified Party under the Third Party Claim in respect to of which such Third-payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party Claim, except to the extentIndemnified Party, and only the Indemnified party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The If the Indemnifying Party fails to assume control of the defense of any Third Party Claim, the Indemnified Party shall have the exclusive right to assume consent, settle or pay the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall amount claimed. Whether or not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume assumes control of the defense in a timely mannernegotiation, (A) the Indemnified Party may assume and control the defense settlement or defenses of such Third-any Third Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-settle any Third Party Claim is, in fact, not a Third-Party Claim to which without the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any consent of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed; but then the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims, and, regardless of which party has control thereof as provided for herein, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes avail able).

Third Party Claims. (ia) Promptly after receipt by the Indemnified Party of If an Indemnitee shall receive notice of, or otherwise acquiring knowledge learn of the assertion of, by a Person (including any third party Governmental Authority) who is not a Person in the Parent Group or the Lithium Group of any claim in or of the commencement by any such Person of any Action with respect of to which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the an Indemnifying Party under may be obligated to provide indemnification to such Indemnitee pursuant to Section 8.02 or Section 8.03, or any other Section of this Article 12 Agreement (collectively, a “Third-Party ClaimsClaim”), the Indemnified such Indemnitee shall give such Indemnifying Party shall promptly give written notice thereof as promptly as practicable (and in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature any event within forty-five (45) days) after becoming aware of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 8.04(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIII, except to the extent, and only to the extent, that such failure has actually and Indemnifying Party is materially prejudiced the Indemnifying Partyby such failure to give notice. (iib) The An Indemnifying Party may elect (but shall not be required) to defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel (which counsel shall be reasonably satisfactory to the Indemnitee), any Third-Party Claim; provided that the Indemnifying Party shall not be entitled to defend and shall pay the reasonable fees and expenses of one separate counsel for all Indemnitees if the claim for indemnification relates to or arises in connection with any criminal action, indictment or allegation. Within forty-five (45) days after the receipt of notice from an Indemnitee in accordance with Section 8.04(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions to its defense. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to assume the defense of any such Third-Party Claim (with employ separate counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee; provided, however, in the event that (i) the Indemnifying Party has elected to assume the defense of such the Third-Party Claim. If Claim but has specified, and continues to assert, any reservations or exceptions in such notice or (ii) the Third-Party Claim involves injunctive or equitable relief, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be borne by the Indemnifying Party. (c) If an Indemnifying Party does elects not so to assume the defense in responsibility for defending a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense or fails to notify an Indemnitee of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate as provided in good faith with respect to the defense or handling of Section 8.04(b), such Indemnitee may defend such Third-Party ClaimsClaim at the cost and expense of the Indemnifying Party. If Any legal fees and expenses incurred by the Indemnitee in connection with defending such claim shall be paid by the Indemnifying Party at the actual rates charged by counsel. (d) Unless the Indemnifying Party has failed to assume the defense of the Third-Party Claim isin accordance with the terms of this Agreement, in fact, a no Indemnitee may settle or compromise any Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party. If an Indemnifying Party has failed to assume the defense of the Third-Party Claim within the time period specified in clause (b) above, which consent it shall not be unreasonably withhelda defense to any obligation to pay any amount in respect of such Third-Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or that such Third-Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability. (e) In the case of a Third-Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third-Party Claim without the consent of the Indemnitee if the effect thereof is (i) to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnitee or (ii) to ascribe any fault on any Indemnitee in connection with such defense. (f) Notwithstanding the foregoing, the Indemnifying Party shall not, without the prior written consent of the Indemnitee, settle or compromise any Third-Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnitee of a written release from all Liability in respect of such Third-Party Claim.

Third Party Claims. (i) Promptly after Upon receipt by the Indemnified Party any Person of notice ofof any claim, action, suit or otherwise acquiring knowledge of the assertion ofproceeding by any Third Party (collectively, any third party claim in respect of an "Action"), which the Indemnified Party reasonably believes it Action is reasonably likely to be entitled subject to indemnification from the Indemnifying Party under this Article 12 11, such Person (“Third-Party Claims”), the "Indemnified Party shall promptly Party") will give reasonable written notice thereof in writing to the Party from whom indemnification is claimed (the "Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto"); provided, however, provided that the failure of any Indemnified Party to so notify the Indemnifying Party will deliver notice shall not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claimof its obligations under this Article 11, except to the extentextent the Indemnifying Party is prejudiced by such failure. The Indemnified Party will be entitled, at the sole expense and only to the extent, that such failure has actually and materially prejudiced liability of the Indemnifying Party. , to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, (i) notifies the Indemnified Party in writing of the Indemnifying Party's intention to assume such defense, (ii) retains legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action and (iii) admits in writing to the Indemnified Party the Indemnifying Party's liability to the Indemnified Party for such Action to the extent provided in this Agreement. The other Party will cooperate with the Party assuming the defense, compromise or settlement of any such Action in accordance with this Agreement in any manner that such party reasonably may request. The Party controlling the defense, compromise or settlement of an Action shall act in good faith with respect thereto. If the Indemnifying Party shall have the right to assume so assumes the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choiceAction, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election will have the right to employ separate counsel and expense, to participate in (but not control) the defense defense, compromise or settlement of such Third-Party Claim. If the Action (in which case the Indemnifying Party does not so assume shall cooperate in providing information to the defense in a timely mannerIndemnified Party about the Action), but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (Aii) any relief other than the payment of money damages is sought against the Indemnified Party or (iii) the Indemnified Party has been advised by independent counsel that there may assume be one or more defenses available to it which are different from or additional to those available to the Indemnifying Party, and control in any such case that portion of the defense fees and expenses of such Third-Party Claim, separate counsel that are reasonably related to matters covered by the indemnity provided in a reasonable manner, and (B) this Article 11 will be paid by the Indemnifying Party may participate in (but not control) the defense of such actionParty, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, provided that the Indemnifying Party shall not be obligated to pay all costs incident to the defense expenses of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid more than one separate counsel in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the each jurisdiction for each Indemnified Party so entitled to separate counsel. No Indemnified Party will settle or compromise any such Action for which it is entitled to be indemnified against indemnification under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims Agreement without the prior written consent of the Indemnifying Party. No Indemnifying Party will settle or compromise any such Action in which any relief other than the payment of money damages is sought against any Indemnified Party, which consent shall not be unreasonably withheldunless the Indemnified Party consents in writing to such compromise or settlement.

Third Party Claims. (i) Promptly after receipt In the event that any Legal Proceedings shall be instituted or any claim or demand shall be asserted by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which indemnification may be sought under Section 10.2 or 10.3 (regardless of the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 limitations set forth in Section 10.5) (“Third-Third Party ClaimsClaim”), the Indemnified Party shall promptly give written notice thereof in writing of the assertion of the Third Party Claim to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that failure of the failure Indemnified Party to so notify the Indemnifying Party will shall not relieve release, waive or otherwise affect the Indemnifying Party from any liability hereunder Party’s obligations with respect to such Third-Party Claimthereto, except to the extent, and only extent that the Indemnifying Party can demonstrate actual Losses as a result of such failure. Subject to the extentprovisions of this Section 10.4, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right right, at its sole expense, to assume the defense of any such Third-Party Claim (with be represented by counsel of the Indemnifying Party’s its choice, approved by which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which approval shall not be unreasonably withheld) and relates to any Losses indemnified against by it hereunder; provided that, in order to defend against, negotiate, settle or otherwise deal with any such Third Party Claim, the Indemnifying Party must first acknowledge in writing to the Indemnified Party mayits unqualified obligation to indemnify the Indemnified Party as provided hereunder and provide to the Indemnified Party reasonable evidence that the Indemnifying Party has reasonably sufficient financial resources to enable it to fulfill its obligations under this Article X. Notwithstanding the preceding sentence, at the Indemnifying Party shall not have the right to defend against, negotiate, settle or otherwise deal with any Third Party Claim (i) if the Indemnified Party reasonably and in good faith believes that the Third Party Claim would reasonably be likely to be materially detrimental to the reputation, customer or supplier relations or future business prospects of the Indemnified Party or any of its election Affiliates, (ii) unless the Third Party Claim is solely for monetary damages (except where any non-monetary relief being sought is merely incidental to a primary claim for monetary damages), (iii) if the Third Party Claim involves criminal allegations, or (iv) if the Indemnifying Party fails to prosecute or defend, actively and expensediligently, participate in (but not control) the defense of such Third-Third Party Claim. If the Indemnifying Party does elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim, it shall within five Business Days of the Indemnified Party’s written notice of the assertion of such Third Party Claim (or sooner if the nature of the Third Party Claim so requires) notify the Indemnified Party of its intent to do so; provided that the Indemnifying Party must conduct its defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard. If the Indemnifying Party elects not so assume to defend against, negotiate, settle or otherwise deal with any Third Party Claim, fails to notify the defense in a timely mannerIndemnified Party of its election as herein provided or contests its obligation to indemnify the Indemnified Party for Losses relating to such Third Party Claim under this Agreement, (A) the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third Party Claim. If the Indemnified Party defends any Third Party Claim, then the Indemnifying Party shall reimburse the Indemnified Party for the reasonable and actual out-of-pocket expenses of defending such Third Party Claim upon submission of periodic bills. If the Indemnifying Party shall assume and control the defense of any Third Party Claim, the Indemnified Party may participate, at his or its own expense, in the defense of such Third-Third Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (; provided, however, that such costs and amounts are reasonable Indemnified Party shall be entitled to participate in any such defense with separate counsel at the extent not incurred directly expense of the Indemnifying Party if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable and written opinion of counsel to the Indemnified Party an actual conflict exists between the Indemnified Party and the Indemnifying Party which cannot be waived by the Indemnified Party); provided further that the Indemnifying Party shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any single Third Party Claim. If Each of Purchaser and Seller shall provide reasonable access to the Third-other to such documents and information as may reasonably be requested in connection with the defense, negotiation or settlement of any Third Party Claim. Notwithstanding anything in this Section 10.4 to the contrary, the Indemnifying Party shall not enter into any settlement of any Third Party Claim is, in fact, not a Third-without the written consent of the Indemnified Party Claim to if such settlement (i) would create any Liability of the Indemnified Party for which the Indemnified Party is not entitled to be indemnified against under this Article 12indemnification hereunder, (ii) would provide for any injunctive relief or other non-monetary obligation affecting the Indemnified Party, or (iii) does not include an unconditional release of the Indemnified Party shall reimburse from all Liability in respect of the Third Party Claim. If the Indemnifying Party for all costs incident to the defense of such Third-makes any payment on any Third Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgmentsthe Indemnifying Party shall be subrogated, to the extent the Indemnifying Party paid or advanced the same (providedof such payment, however, that such costs to all rights and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any remedies of the Indemnified Parties hereunder Party with respect thereto, the Indemnified to such Third Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldClaim.

Third Party Claims. The following shall apply: (i) Promptly after receipt by the Indemnified Party of notice of, If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 7.1(a) or otherwise acquiring knowledge of the assertion of, any Section 7.1(b) (a “Covered Proceeding”) with a third party claim in respect of which the Indemnified (a “Third Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party ClaimsClaim”), the party or parties seeking indemnification (the “Indemnified Party Party”) shall promptly give notice thereof in writing notify the other party or parties obligated to provide indemnification (the “Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto”) promptly after receiving knowledge thereof; provided, however, that the failure to so notify the Indemnifying Party provide prompt notice as provided herein will not relieve the Indemnifying Party from any liability of its obligations hereunder with only to the extent that such failure prejudices the Indemnifying Party hereunder. With respect to such Third-a Third Party Claim, except such notice shall include copies of any summons, complaints or other pleadings which may have been served on the Indemnified Party and any written claim, demand, invoice, billing or other document evidencing the same. In case a Third Party Claim shall be brought against any Indemnified Party and after such Indemnified Party has notified the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled (but in no event shall be obligated) to assume the defense thereof, with counsel selected by the Indemnifying Party and reasonably approved by the Indemnified Party after notice from the Indemnifying Party to the extentIndemnified Party. The Indemnifying Party and the Indemnified Party agree to keep each other reasonably informed and cooperate in good faith with each other and their respective counsel in connection with the defense, and only to the extent, that negotiation or settlement of any such failure has actually and materially prejudiced the Indemnifying Partyaction or asserted liability. (ii) The Except as otherwise provided herein, the Indemnifying Party shall have the right to assume the defense of any such Third-a Third Party Claim. If the Indemnifying Party has the right to assume the defense of a Third Party Claim (with counsel of the Indemnifying Party’s choiceand shall do so, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, shall have the right to participate at its election and expense, participate own expense in (but not control) the defense of such Third-Third Party Claim. If the Indemnifying Party does not so assume the defense in of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, or does not have the right to assume the defense of such Third Party Claim, or has the right to assume the defense but fails to do so, the Indemnified Party shall (until the Indemnifying Party assumes the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party and has the right, and does, assume the defense of such Third Party Claim) have the right to undertake the defense of such Third Party Claim. In no event will the Indemnified Party or the Indemnifying Party have the right to consent to the entry of judgment or enter into any settlement with respect to such claim without the written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), unless as to a timely mannersettlement by the Indemnifying Party only, (A) the terms of such settlement require no more than the payment of money (for example, such settlement does not require Indemnified Party may assume and control the defense of such Third-Party Claimto admit any wrongdoing or take or refrain from taking any action), in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense full amount of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party monetary settlement is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts fully paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which and (C) the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense receives as part of such Third-Party Claim, including attorneys’ fees, litigation settlement a legally binding and appeal expenses, settlement payments enforceable unconditional satisfaction and amounts paid release of all claimed liabilities or obligations in satisfaction of judgments, form and substance reasonably satisfactory to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If Notwithstanding any provision of this Agreement to the contrary, none of the Shareholders shall be entitled to assume or direct the defense or settlement of any Covered Proceeding if the Shareholders are the Indemnifying Parties and the aggregate amount of Losses which will or could reasonably result from such Covered Proceedings, together with the maximum aggregate amount which could reasonably result from all other unresolved Covered Proceedings for which Shareholders are liable hereunder, exceeds an amount equal to 200% of the Cap (or, if the Third Party undertakes Claim relates to matters to which the Cap does not apply, 125% of the Purchase Price), after deducting all other Losses for which any of the Indemnifying Parties has, has had or could reasonably be anticipated to indemnify the Parent Indemnified Persons by reason of this Article VII, whether in respect of such Covered Proceeding and/or the events or circumstances giving rise thereto and/or in respect of all other claims and/or indemnification obligations. In such event, but subject to the limitations contained in this Article VII, (a) Parent shall be entitled to control the defense of any such Third-Covered Proceeding, and (b) the Indemnifying Party Claim or otherwise acknowledges its obligation shall be liable for all Losses in connection thereunder. (iv) For all purposes under this Article VII, Parent and the Representative shall cooperate with and make available to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified other Party and its Affiliates are not entitled to (respective Representatives all information, records and data, and shall not) settle or release permit reasonable access to its facilities and personnel subject to Law and any applicable privilege, including the attorney-client and work product privileges, as may be reasonably requested in connection with the resolution of such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withhelddisputes.

Third Party Claims. (i) Promptly after If Parent Representative receives notice of the assertion of any Claim or the commencement of any action by a third party or Governmental Authority with respect to a matter subject to indemnity hereunder (a “Third Party Claim”), notice thereof (a “Third Party Notice”) shall promptly be given to the applicable Indemnifying Party and the Escrow Agent, which Third Party Notice shall specify in reasonable detail the basis for any anticipated liability and specify in reasonable detail, to the extent known and reasonably quantifiable at such time, the amount or estimated amount of the Third-Party Claim, which statement shall not be binding and may be revised, amended or modified upon notice to the Indemnifying Party. The failure of Parent Representative to give timely notice of a Third Party Claim hereunder shall not affect such Indemnified Party’s rights to indemnification hereunder, except to the extent such delay or failure has a material prejudicial effect on the defenses or other rights available to the applicable Indemnifying Party. After receipt of a Third Party Notice, the Indemnifying Parties shall have the right, but not the obligation, by providing written notice to Parent Representative within forty-five (45) days of delivery of the Indemnified Third Party Notice, to conduct and control through reputable counsel of notice its own choice (subject to the approval of Parent Representative, such approval not to be unreasonably withheld, conditioned or delayed) the defense, compromise or settlement (subject to the requirements set forth in Section 10.3(b)(ii) below) of any Third Party Claim, at the Indemnifying Party’s sole cost and expense to the extent the Indemnifying Party is obligated to indemnify Parent Representative or is otherwise liable to pay for such fees and expenses pursuant to Section 10.2; provided, that the Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently in order to preserve its rights in this regard; and provided, further, that the Indemnifying Party shall not be entitled to conduct and control the defense thereof if such Third Party Claim, based on the remedy sought, (i) would reasonably be expected to result in an equitable order, judgment or term that would restrict the future activity of, or otherwise acquiring knowledge result in a material and adverse impact on, the ongoing business of the assertion Indemnifying Party/Indemnified Party (as applicable) or any of their Affiliates, (ii) seeks equitable relief or (iii) relates to a criminal action or involves claims by a Governmental Authority. The Indemnified Party may participate, through counsel chosen by it and at its own expense, in the defense of any Third Party Claim as to which the Indemnifying Party has elected to conduct and control the defense, compromise or settlement thereof; provided, that, if Parent Representative reasonably determines that the interests of Indemnifying Party and Parent Representative are in material conflict with one another such that the Indemnifying Party could not adequately represent the interests of Parent Representative, then the Indemnifying Party shall also pay the reasonable and documented fees and expenses of one separate counsel of Parent Representative in connection with such Third Party Claim during such time as such a conflict exists. In the event, however, that the Indemnifying Party declines or does not timely elect to conduct and control the defense, compromise or settlement of any Third Party Claim or to employ reputable counsel reasonably satisfactory to Parent Representative, in either case within such forty-five (45) day period, or if the Indemnifying Party is not entitled to assume the defense of such claim in accordance with this Section 10.3(b), then the Indemnifying Party shall pay the reasonable and documented expenses of counsel for Parent Representative as incurred to the extent the Indemnifying Party is obligated to indemnify Parent Representative for such fees and expenses pursuant to Section 10.2(a); provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one firm for all Indemnified Parties in any claim. (ii) Subject to the last sentence of this Section 10.4(b)(ii), neither the Indemnifying Party nor Parent Representative, as the case may be, shall pay, compromise, settle or consent to the entry of any judgment with respect to which indemnification is being sought herein without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed) unless each of the following conditions are satisfied: (A) such compromise, settlement or consent includes an unconditional release of the Indemnifying Party/Indemnified Party (as applicable) and its Representatives from all Liability arising out of such claim, (B) such compromise, settlement or consent does not contain any finding, admission or statement suggesting any wrongdoing, violation of applicable Law or Liability on behalf of the Indemnifying Party/Indemnified Party (as applicable) (other than monetary Liability of Parent Representative that will be paid or reimbursed by the Indemnifying Party) and (C) such settlement, compromise or consent does not contain any equitable order, judgment or term that would restrict the future activity of, any third party claim or result in respect a material and adverse impact on, the ongoing business of which the Indemnifying Party/Indemnified Party reasonably believes it (as applicable) or any of their Affiliates. Notwithstanding the foregoing, if the Indemnifying Party is reasonably likely entitled to conduct and control the defense, compromise or settlement of any particular claim pursuant to this Section 10.4(b), but elects not to do so (or fails to provide timely notice of such election) or if the Indemnifying Party is otherwise prohibited from doing so pursuant to clauses (i) through (iii) of Section 10.4(b)(i), Parent Representative may pay, compromise, settle or consent to the entry of any judgment with respect to such Third Party Claim and shall be entitled to indemnification from the Indemnifying Party under for any and all Losses based upon, arising from or relating to such Third Party Claim in accordance with the terms of this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party.X. (iiiii) The Indemnifying Party shall have at all times use commercially reasonable efforts to keep Parent Representative reasonably apprised of the right status of the defense of any matter the defense of which it is maintaining and to assume reasonably cooperate in good faith with each other with respect to the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved matter and shall furnish such records and other information as may be reasonably requested by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume or Parent Representative (as the defense case may be) in a timely manner, connection therewith. (Aiv) the Indemnified Party may assume Parent Representative and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in Parties shall use their commercially reasonable efforts to avoid production of confidential information (but not controlconsistent with applicable Law) the defense of such actionand to cause all communications among employees, at its election counsel and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect others representing any party to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Third Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimedso as to preserve any applicable attorney-client or work-product privileges. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt by the If an Indemnified Party of notice ofintends to seek indemnity with respect to a Third-Party Claim, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the then such Indemnified Party reasonably believes it is reasonably likely shall deliver an Indemnity Notice to be entitled to indemnification from the Indemnifying Party under this Article 12 (“promptly after receipt of written notice of such Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect theretoClaim; provided, however, provided that the any failure to so notify the Indemnifying Party give such notice promptly will not relieve the Indemnifying Party from any liability of its indemnification obligations hereunder with respect unless and only to the extent that (i) such failure results in a lack of actual notice and (ii) the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying Party shall have 30 days after receipt of an Indemnity Notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party and at the expense of the Indemnifying Party, of the settlement or defense of such Third-Party Claim; provided that the Indemnifying Party (A) shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party and, except to as provided in clause (ii) below, the extent, fees and expenses of such counsel shall be borne by such Indemnified Party and (B) may assume the defense of such Third-Party Claim only to the extent, that such failure has actually and materially prejudiced extent the Indemnifying PartyParty acknowledges its indemnity obligation hereunder. (ii) The Notwithstanding the foregoing clause (i), the Indemnifying Party shall have not be entitled to assume control of the right defense of such Third-Party Claim and shall pay the reasonable fees and expenses of counsel (reasonably acceptable to the Indemnifying Party) retained by the Indemnified Party if (A) the Third-Party Claim relates to or arises in connection with any criminal Action, indictment or allegation, (B) the Third-Party Claim seeks a material injunction or equitable relief against the Indemnified Party, (C) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party, (D) the Indemnified Party reasonably believes an adverse determination with respect to the Third-Party Claim is likely to establish a precedential custom or practice or would otherwise be materially detrimental to or materially injure the Indemnified Party or its Affiliates, (E) the Indemnified Party is a Buyer Indemnitee and the Third-Party Claim involves a Client or KA Fund Investor, (F) the Indemnifying Party fails, within 30 days after receiving an Indemnity Notice, to assume the defense of any such the Third-Party Claim in accordance with this Section 9.2(a) or (with counsel of G) the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of has failed or is failing to vigorously prosecute or defend such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and assumes control of the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim isin accordance with the terms hereof, in fact, a then the Indemnified Party shall have the right to employ separate counsel with respect to such Third-Party Claim and to which participate in the defense thereof, and the fees and expenses of such counsel shall be borne by such Indemnified Party is entitled to Party, except that the reasonable fees and expenses of such counsel shall be indemnified against under this Article 12, borne by the Indemnifying Party shall pay all costs incident to if (x) the defense payment of such counsel’s fees and expenses has been specifically authorized in writing by the Indemnifying Party, or (y) the named parties in such Third-Party Claim, Claim (including attorneys’ fees, litigation any impleaded parties) include both such Indemnified Party and appeal expenses, settlement payments the Indemnifying Party and amounts paid in satisfaction of judgments such Indemnified Party shall have been advised by its counsel that (provided, however, that such costs and amounts 1) there are reasonable one or more legal defenses available to the extent Indemnified Party that are not incurred directly by available to the Indemnifying Party), or the assertion of which would be adverse to or in conflict with the interests of the Indemnifying Party, or (2) representation of both parties by the same counsel would be otherwise inappropriate under applicable standards of professional conduct. If the Third-Indemnifying Party Claim is, in fact, does not a Third-assume control of the defense of the Third Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12Claim, the Indemnified Party shall reimburse not pay or settle any such Third-Party Claim unless the Indemnifying Party shall have consented in writing to such payment or settlement (not to be unreasonably withheld, delayed or conditioned); provided that, notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such Third-Party Claim without such consent from the Indemnifying Party if (i) the Indemnified Party agrees in writing to waive any right to indemnity by the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent Claim or (ii) the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable assumes control but fails to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying vigorously defend a Third Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimedClaim. (iii) If the Indemnifying Party undertakes is not entitled to assume control of the defense of any Third-Party Claim in accordance with the terms of this Section 9.2(a), or the Indemnifying Party elects to undertake the defense thereof but thereafter fails to defend the Third-Party Claim in good faith, the Indemnified Party shall have the right to contest, settle or compromise the Third-Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Party shall not, except with the written consent of the Indemnified Party, enter into any settlement or consent to entry of any judgment, in each case, unless such settlement or consent does not contain any admission of guilt or wrongdoing on the part of the Indemnified Party and its Affiliates, is entirely indemnifiable by the Indemnifying Party pursuant to this ARTICLE IX or Section 10.4, and includes as an unconditional written term thereof the giving by the Person or Persons asserting such Third-Party Claim to all Indemnified Parties of an unconditional release from all Liability with respect to such Third-Party Claim. The Indemnifying Party and the Indemnified Party shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available records relating to such Third-Party Claim and furnishing, without expense to the Indemnifying Party, such employees of the Indemnified Party reasonably necessary for the preparation of the defense of such Third-Party Claim or otherwise acknowledges its obligation for testimony as witnesses in any proceeding relating to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without Claim; provided that (A) such cooperation shall not unreasonably interfere with the consent business of the non-requesting party, (B) nothing herein shall require any Indemnified Party to waive any attorney-client privilege or attorney’s duty of confidentiality or confidential treatment and (C) the obligations set forth in this sentence shall be null and void and of no force and effect whatsoever if such Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and such Indemnified Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt by the If any Person who is not a Party (or an Affiliate thereof) notifies any Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, with respect to any third party matter (a “Third Party Claim”) which could be reasonably expected to give rise to a claim in respect of which the by such Indemnified Party reasonably believes it is reasonably likely to be entitled to for indemnification from the against any Indemnifying Party under this Article 12 (“Third-Party Claims”)Agreement, then the Indemnified Party shall promptly give notice thereof in writing to notify the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect Party by delivering an Indemnification Certificate thereto; provided, however, that the failure to so notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability of its obligations hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that extent such failure has actually and shall have materially prejudiced the Indemnifying Party (except that the Indemnifying Party will not be liable for any expenses incurred by the Indemnified Party during the period in which the Indemnified Party failed to give such Notice); it being understood and agreed that the failure of the Indemnified Party to so notify the Indemnifying Party prior to settling a Third Party Claim (whether by paying a claim or executing a binding settlement agreement with respect thereto) or the entry of a judgment or issuance of an award with respect to a Third Party Claim shall constitute actual prejudice to the Indemnifying Party’s ability to defend against such Third Party Claim. Thereafter, the Indemnified Party will deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received or transmitted by the Indemnified Party relating to the Third Party Claim. (ii) The Indemnifying Party shall will have the right to participate in or assume the defense of any such Third-Third Party Claim (with counsel of the Indemnifying Party’s choice, approved by reasonably satisfactory to the Indemnified Party, which approval shall not be unreasonably withheldso long as (A) and the Indemnifying Party notifies the Indemnified Party, within ten (10) days after the Indemnified Party may, at its election has given Notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and expense, participate in (but not controlresponse) that the Indemnifying Party is assuming the defense of such Third-Third Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) Claim and will indemnify the Indemnified Party may assume and control the defense of against such Third-Third Party ClaimClaim in accordance with this Article 8, in a reasonable manner, and (B) the Indemnifying Party may participate in provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend the Third Party Claim (but not controlincluding any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto, (C) the Indemnifying Party conducts the defense of such action, the Third Party Claim actively and diligently and at its election own costs and expense. The Indemnified , and (D) the Third Party and its Affiliates shall cooperate Claim does not involve injunctive relief, specific performance or other similar equitable relief, any Claim in good faith with respect of Taxes, any Governmental Authority or any potential damage to the goodwill or reputation of Buyer, the goodwill or reputation of Seller, or the Business. (iii) So long as the conditions set forth in Section 8.3(b)(ii) are and remain satisfied, then (A) the Indemnifying Party may conduct the defense or handling of such Third-Party Claims. If the Third-Third Party Claim isin accordance with Section 8.3(b)(ii), in fact, a Third-Party Claim to which (B) the Indemnified Party is entitled may retain separate co-counsel at its sole cost and expense to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to participate in the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Third Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified PartyParty reasonably agree that a conflict of interest exists in respect of such claim). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If it being understood that the Indemnifying Party undertakes will control such defense subject to the defense limitations set out in this Section 8.3(b), (C) the Indemnified Party will not consent to the entry of any such Third-judgment or enter into any settlement with respect to the Third Party Claim or otherwise acknowledges its obligation to indemnify any without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed), (D) the Indemnifying Party will not consent to the entry of any judgment with respect to the Third Party Claim, or enter into any settlement, which either imposes an injunction or other equitable relief upon the Indemnified Parties hereunder Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, and (E) the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of shall, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, which consent shall not be unreasonably withheldcooperate in the defense of the matter.

Third Party Claims. If a claim by a third party (ia “Third Party Claim”) Promptly after receipt by the is made against a Shareholder Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the a Buyer Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (an “Third-Party ClaimsIndemnified Party”), the and if such Indemnified Party intends to seek indemnity with respect thereto under this ARTICLE IX, such Indemnified Party shall promptly give notice thereof in writing provide an Indemnity Claim Notice to the indemnifying party (which shall include Shareholder Representative if the Indemnified Party is a Buyer Indemnified Party) (each an “Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the ”). The failure to so notify timely provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to is actually prejudiced by such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) failure. The Indemnifying Party shall have thirty (30) days after receipt of an Indemnity Claim Notice to assume by written notice to the Indemnified Party (which shall include the acknowledgment of the Indemnifying Party of its obligation to indemnify the Indemnified Party in respect of such Third Party Claim in accordance with this Agreement and subject to the limitations set forth in this ARTICLE IX), the entire control of the defense, compromise or settlement of such claim or demand (including the selection of counsel), subject to the right of the Indemnified Party to participate (with counsel of its choice, but the fees and expenses of such additional counsel shall solely be at the expense of the Indemnified Party; provided that the fees and expenses of such counsel shall be borne by the Indemnifying Party (subject to the limitations herein), if based on the reasonable opinion of counsel to the Indemnified Party, an actual conflict exists between the Indemnified Party and the Indemnifying Party in connection with such Third Party Claim); and provided further, that the Indemnifying Party shall not be entitled to control (but shall have the right, at its own cost and expense and with counsel selected by it, to participate in), and the Indemnified Party shall be entitled to have control over, the defense or settlement of any Third Party Claim (and the cost of such defense and any Losses with respect to such Third Party Claim shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder, subject to the limitations herein) if (i) the Third Party Claim involves a criminal proceeding, action, indictment, allegation or investigation, (ii) the Third Party Claim seeks injunctive or equitable relief, (iii) the Third Party Claim may result in suspension of debarment of a Buyer Indemnified Party by a Governmental Entity, (iv) with respect to a Buyer Indemnified Party, the Third Party Claim has reasonable likelihood of resulting in Losses that, at the time of such Third Party Claim, would exceed the then-remaining balance of the Indemnification Escrow Funds, (v) (A) the assumption of the defense by the Indemnifying Party is reasonably likely to cause a Buyer Indemnified Party to lose coverage under the R&W Insurance Policies or (B) a Buyer Indemnified Party or the insurer is required to assume the defense of any such Third-Third Party Claim pursuant to the R&W Insurance Policies, (vi) if the Third Party Claim alleges a claim relating to fraud against the Company or any Company Subsidiary, and (vii) if the applicable claimant in the Third Party Claim is a Governmental Entity. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third Party Claim with counsel of selected by it subject to the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) right to control the defense of such Third-Party Claimthereof. If the Indemnifying Party does not so assume the defense of a Third Party Claim within thirty (30) days after receipt of the Indemnity Claim Notice (or ceases in a timely manner, (A) the Indemnified Party may assume good faith and control with reasonable diligence to continue the defense of such Third-Third Party Claim), the Indemnified Party may, subject to Section 9.4(b), pay, compromise, or defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Shareholder Representative and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, in a reasonable mannerincluding making available records relating to such Third Party Claim and furnishing, and without expense (Bother than reimbursement of actual out-of-pocket expenses) to the Indemnifying Party defending party, management employees of the non-defending party as may participate in (but not control) be reasonably necessary for the preparation of the defense of such action, at its election and expenseThird Party Claim. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-party defending a Third Party Claim isshall keep the other party reasonably informed in a timely fashion of the status of, in factand material developments pertaining to, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Third Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt by In the Indemnified Party of event any party receives written ------------------ notice of, or otherwise acquiring knowledge of the commencement of any action or proceeding, the assertion of, of any claim by a third party claim in respect or the threatened imposition of any Loss for which indemnity may be sought pursuant to this Article IX ("Claim"), and such party (the "Indemnified Party reasonably believes it is reasonably likely Party") intends to be entitled to seek indemnification from the other party (the "Indemnifying Party under Party") pursuant to this Article 12 (“Third-Party Claims”)IX, the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify provide the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to prompt written notice of such Third-Party Claim, except to and the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume control of the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved selected by it which is reasonably satisfactory to the Indemnified Party), appeal or settlement of such Claim with respect to which approval shall not be unreasonably withheld) such indemnity has been invoked, and the Indemnified Party maywill fully cooperate with the Indemnifying Party in connection therewith. The Indemnifying Party shall bear the entire cost of defending such Claim, and the Indemnifying Party shall not be liable for any further legal or other expenses subsequently incurred by the Indemnified Party in connection with such defense unless otherwise agreed to in writing by the parties or as herein provided; provided, however, the Indemnified Party shall have the right to participate in such defense, at its election own cost and expense, participate in (but not control) and the defense of Indemnified Party shall have the obligation to cooperate with such Third-Party Claimdefense. If the Indemnifying Party does not so timely assume the entire defense in a timely mannerof such Claim, (A) the Indemnified Party may assume such defense and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but shall bear the entire cost of defending such Claim. The Indemnifying Party shall not control) have the defense right to settle any such Claim without the written consent of the Indemnified Party unless such settlement contemplates a general release for money damages only. Failure of a party to give prompt notice of a Claim for which indemnification is sought hereunder shall not affect such party's right to indemnification hereunder except to the extent that the Indemnifying Party shall have been materially prejudiced as a result of such actionfailure, at its election and expense. The Indemnified except that the Indemnifying Party and its Affiliates shall cooperate not be liable for any expenses incurred during the period in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled failed to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimedgive notice. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt by In the event that any Indemnified Party of notice ofis made a defendant in or party to any action or proceeding, judicial or otherwise acquiring knowledge of the assertion ofadministrative, instituted by any third party claim in respect party, the Liability or the costs or expenses of which are Sole Member Losses or Purchaser Losses, as the Indemnified case may be (any such third party action or proceeding being referred to herein as a “Third Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party ClaimsClaim”), the Indemnified Party shall promptly give the Indemnifying Party prompt notice thereof in writing thereof. The failure to give such notice shall not affect the Indemnified Party’s ability to seek indemnification except to the extent such failure has materially and adversely affected the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure ’s ability to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to defend successfully such Third-Third Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) . The Indemnifying Party shall have the right be entitled to assume the defense of any contest and defend such Third-Third Party Claim so long as timely notice of the intention so to contest and defend shall be given by the Indemnifying Party to the Indemnified Party. Such contest and defense shall be conducted in good faith and by attorneys engaged by the Indemnifying Party and reasonably acceptable to the Purchaser. The Indemnified Party shall be entitled at any time, at its own cost and expense (with counsel which expense shall not constitute a Loss unless such expense is incurred at the request of the Indemnifying Party’s choice), approved to participate in such contest and defense and to be represented by the Indemnified Party, which approval shall not be unreasonably withheld) and attorneys of its own choosing. If the Indemnified Party may, at its election and expense, elects to participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12defense, the Indemnified Party shall reimburse cooperate with the Indemnifying Party for all costs incident to in the conduct of such defense of such Third-Third Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to . Neither the extent Indemnified Party nor the Indemnifying Party paid may concede, settle or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of compromise any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Third Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Partyother party, which consent shall not be unreasonably withheldwithheld or delayed; provided, however, if the Indemnifying Party is the Sole Member then the Indemnifying Party shall be entitled to settle such Third Party Claim to the extent such settlement (i) includes an unconditional release of the Indemnified Party from all Liabilities that are the subject matter of such Third Party Claim, (ii) does not contain any admission of wrongdoing and (iii) includes only the payment of monetary damages and only in an amount that is equal to or less than the Cap. Notwithstanding the foregoing, in the event the Indemnifying Party fails to contest and defend a Third Party Claim diligently and in good faith, the Indemnified Party shall be entitled to contest and defend such Third Party Claim, and pursue its indemnification rights hereunder and whatever other legal remedies may be available to enforce its rights under this Article 10.

Third Party Claims. (i) Promptly after receipt by In the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, event that any third party asserts a ------------------ claim in respect of against a party (the "Indemnified Party") for which the such Indemnified Party reasonably believes it is reasonably likely intends to be entitled to indemnification seek indemnity from another party hereto (the "Indemnifying Party under this Article 12 (“Third-Party Claims”Party"), the Indemnified Party shall promptly give notice thereof in writing to the notify each Indemnifying Party, specifying in reasonable detail the information then available regarding Party of such claim or demand and the amount and nature of Losses with respect theretothereof (the "Claim Notice"); provided, however, that the an Indemnified Party's failure to so notify the Indemnifying Party will provide a Claim Notice shall not relieve the any Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, under this Section 13 except to the extent, and only to the extent, that extent such failure has actually and materially prejudiced the prejudices such Indemnifying Party. (ii) . The Indemnifying Party or all Indemnifying Parties, jointly, shall have the right to assume the defense of any such Third-Party Claim (with counsel 30 days from actual receipt of the Indemnifying Party’s choiceClaim Notice to undertake, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume conduct and control the defense of such Third-Party Claim, in a reasonable manner, third party claim. All costs and (B) expenses incurred by the Indemnifying Party may in defending such third party claim shall be paid by the Indemnifying Party. If the Indemnified Party desires to participate in any such defense or settlement, it may do so at its sole cost and expense (but not control) it being understood that the Indemnifying Party shall be entitled to control the defense), provided that, if the defendants in the action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it and/or other Indemnified Parties which are different from or in addition to those available to the Indemnifying Party, or if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party or Indemnified Parties shall have the right to select separate counsel to participate in the defense of such action, at its election and expense. The action on behalf of such Indemnified Party and its Affiliates shall cooperate in good faith with respect to or Parties at the defense or handling sole expense of such Third-Party Claimsthe Indemnifying Party. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, So long as the Indemnifying Party shall pay all costs incident to the defense of is defending such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, third party claim the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of not settle such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimedclaim. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt a. If a claim by the a third party is made against any Indemnified Party of notice of(a Third Party Claim), or otherwise acquiring knowledge of the assertion of, any third and if such party claim in intends to seek indemnity with respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party thereto under this Article 12 (“Third-Party Claims”)7, the such Indemnified Party shall promptly give notice thereof in writing to notify the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature Party of Losses with respect theretosuch Third Party Claim; provided, however, that the failure to so notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claimof its obligations hereunder, except to the extentextent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days after receipt of such notice to assume the conduct and control, and only through counsel reasonably acceptable to the extent, that such failure has actually and materially prejudiced Indemnified Party at the expense of the Indemnifying Party, of the settlement or defense of such Third Party Claim; provided, that (i) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party; provided, that the fees and expenses of such counsel shall be borne by such Indemnified Party; provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (A) such Third Party Claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (B) such Third Party Claim seeks an injunction or equitable relief against the Indemnified Party and does not otherwise seek monetary damages; (C) the Indemnified Party has been advised in writing by counsel that there is an actual conflict of interest between the Indemnifying Party and the Indemnified Party; or (D) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third Party Claim. (ii) The Indemnifying b. Any Indemnified Party shall have the right to employ separate counsel in any such action or claim and to participate in the defense of such Third Party Claim, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless (i) the Indemnifying Party shall have failed, or is not entitled, to assume the defense of such Third Party Claim in accordance with Section 7.7(a), or (ii) the named parties to any such Third-action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there may be one (1) or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party, or available to the Indemnifying Party the assertion of which would be adverse to the interests of the Indemnified Party. The Indemnified Party shall not pay or settle any such Third Party Claim (with counsel without the prior written consent of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not to be unreasonably withheld) and . Notwithstanding the foregoing, the Indemnified Party may, at its election and expense, participate in (but not control) shall have the defense of right to pay or settle any such Third-Third Party Claim. ; provided, that in such event it shall waive any right to indemnity therefor by the Indemnifying Party for such Third Party Claim, and the related settlement payments or other actions taken in settlement shall not constitute “Losses” under this Agreement. c. If the Indemnifying Party does not so assume the defense in a timely manner, (A) notify the Indemnified Party may assume and control within thirty (30) days after the receipt of the Indemnified Party’s notice of a Third Party Claim of indemnity hereunder that it elects to undertake the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12thereof, the Indemnified Party shall reimburse have the right to contest, settle or compromise the Third Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. d. The Indemnifying Party shall not, except with the consent of the Indemnified Party, not to be unreasonably withheld, enter into any settlement unless such settlement (i) is entirely indemnifiable by the Indemnifying Party for pursuant to this Article 7, (ii) includes as an unconditional term thereof the giving by the person or persons asserting such Third Party Claim to all costs incident Indemnified Parties of an unconditional release from all Liabilities with respect to such Third Party Claim or consent to entry of any judgment and (iii) does not impose any injunctive relief or other restrictions of any kind or nature on any Indemnified Party. e. The Indemnifying Party and the Indemnified Party shall cooperate with each other in all reasonable respects in connection with the defense of such Third-any Third Party Claim, including attorneys’ feesmaking available records relating to such Third Party Claim and furnishing, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, without expense to the extent the Indemnifying Party paid or advanced the same (providedand/or its counsel, however, that such costs and amounts are reasonable to the extent not incurred directly by employees of the Indemnified Party). Any payments required Party as may be reasonably necessary for the preparation of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Third Party Claim or otherwise acknowledges its obligation for testimony as witnesses in any proceeding relating to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified such Third Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldClaim.

Third Party Claims. (i) Promptly after receipt Upon providing notice to an Indemnifying Party by the an Indemnified Party of notice of, or otherwise acquiring knowledge pursuant to Section 6.2 of the assertion of, commencement of any third party claim in Third Party Claim with respect of to which the such Indemnified Party reasonably believes it is reasonably likely intends to be entitled to indemnification from the Indemnifying Party claim any Loss under this Article 12 (“Third-Party Claims”)6, the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume the defense of any defend such Third-Party Claim (claim, at such Indemnifying Party’s expense and with counsel of the Indemnifying Party’s choice, approved by its choice reasonably satisfactory to the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party assumes the defense of such claim, the Indemnified Party shall, at the request of the Indemnifying Party, use commercially reasonable efforts to cooperate in such defense; provided, that the Indemnifying Party shall bear the Indemnified Party’s reasonable out-of-pocket costs and expenses incurred in connection with such cooperation. So long as the Indemnifying Party is conducting the defense of such claim as provided in this Section 6.4, the Indemnified Party may retain separate co-counsel at its expense and may participate in the defense of such claim; provided, that, if the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Claim, the Indemnified Party may hire its own separate counsel (provided that such counsel is not reasonably objected to by the Indemnifying Party) with respect to such Third Party Claim and the related action or suit, and the reasonable fees and expenses of such counsel shall be considered Losses for purposes of this Agreement. Neither the Indemnified Party nor the Indemnifying Party shall consent to the entry of any Judgment or enter into any settlement with respect to such claim without the prior written consent of the other; provided that the consent of the Indemnified Party shall not be required if such Judgment or settlement (a) provides for the payment by the Indemnifying Party of money as sole relief (if any) for the claimant (other than customary and reasonable confidentiality obligations relating to such claim, Judgment or settlement), (b) results in the full and general release of the Indemnified Party from all liabilities arising out of, relating to or in connection with such claim and (c) does not so assume involve a finding or admission of any violation of any law, rule, regulation or Judgment, or the rights of any Person, and has no effect on any other claims that may be made against the Indemnified Party. In the event the Indemnifying Party does not or ceases to conduct the defense in a timely mannerof such claim as so provided, (Ai) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable mannerdefend against, and consent to the entry of any Judgment or enter into any settlement with respect to, such claim in any matter it may reasonably deem to be appropriate, (Bii) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which reimburse the Indemnified Party is entitled to be indemnified promptly and periodically for the reasonable out-of-pocket costs of defending against under this Article 12such claim, including reasonable attorneys’ fees and expenses against reasonably detailed invoices, and (iii) the Indemnifying Party shall pay all costs incident remain responsible to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which any Losses the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident may suffer as a result of such claim to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid full extent provided in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party)this Agreement. Any payments required party’s assumption of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any Third Party Claim can be made with a reservation of the right to contest the right of Indemnified Party to be indemnified with respect to such Third-claim under this Agreement, and a party’s consent to any settlement of a Third Party Claim shall not be used as evidence of the truth of the allegations in any Third Party Claim or otherwise acknowledges its obligation the merits of such Third Party Claim. Furthermore, the existence of any Third Party Claim shall not create a presumption of any breach by a party to indemnify this Agreement of any of the Indemnified Parties hereunder with respect theretoits representations, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle warranties or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldcovenants set forth in this Agreement.

Third Party Claims. (i) Promptly after receipt by Any Purchaser Indemnitee or Parent Indemnitee seeking indemnification under this Agreement (an “Indemnified Party”) with respect to any claim asserted against the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim by Third Party (a “Third Party Claim”) in respect of which the Indemnified Party reasonably believes it any matter that is reasonably likely to be entitled subject to indemnification from under Section 7.2, Section 7.3 or Section 7.4, as applicable, shall promptly deliver to the Indemnifying indemnifying Party under this Article 12 the applicable Section (the “Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying ”) a written notice (a “Third Party Claim Notice”) setting forth a description in reasonable detail of the information then available regarding the amount and nature of Losses the Third Party Claim or, in the alternative, include a copy of all papers served with respect theretoto such Third Party Claim (if any); provided, however, that the failure to so notify transmit a Third Party Claim Notice shall not affect the Indemnifying Party’s obligations under this Article 7, except that the Indemnifying Party will not relieve shall be entitled to reduce any payment to the extent that the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, demonstrates that such failure has actually and it is materially prejudiced the Indemnifying Partyas a result of such failure. (ii) The If a Third Party Claim is asserted against an Indemnified Party, the Indemnifying Party shall have the right be entitled to assume participate in the defense of any such Third-Party Claim (with counsel of thereof and, if the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and Party delivers a written notice to the Indemnified Party maywithin thirty (30) days after receipt of a Third Party Claim Notice (or sooner, at its election if the nature of the Third Party Claim so requires) stating that the Indemnifying Party shall assume and expense, participate in (but not control) control the defense of such Third-Third Party Claim. If Claim and specifying any reservations or exceptions to its defense (except that the Indemnifying Party does not failure to so assume the specify any reservation or exception to its defense in a timely manner, (A) delivered written notice shall not affect the validity of such written notice unless the Indemnified Party is materially prejudiced as a result of such failure), then, subject to the last sentence of this Section 7.6(a)(ii), the Indemnifying Party may assume and control the defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party and settle such Third Party Claim at the discretion of the Indemnifying Party; provided, that the Indemnifying Party shall not, except with the written consent of the Indemnified Party (such Third-consent not to be unreasonably withheld, conditioned or delayed), enter into any settlement or consent to entry of any Order that (A) does not include the provision by the Person(s) asserting such claim to all Indemnified Parties of a full, unconditional and irrevocable release from all Liability with respect to such Third Party Claim, in a reasonable manner, and (B) includes an admission of fault, culpability or failure to act by or on behalf of any Indemnified Party or (C) includes injunctive or other nonmonetary relief affecting any Indemnified Party. If the Indemnifying Party may elects to assume the defense of a Third Party Claim, such Third Party Claim shall irrevocably and unconditionally be deemed indemnifiable by the Indemnifying Party pursuant to this Agreement (and the Indemnifying Party waives any claim to the contrary by so electing to assume the defense), and the Indemnifying Party shall not be liable to the Indemnified Party for legal fees or expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, that the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party (but it being understood that the Indemnifying Party shall control such defense), provided further, that if, based on the reasonable opinion of legal counsel to the Indemnified Party reasonably acceptable to the Indemnifying Party, a conflict or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party which makes representation of both parties inappropriate under applicable standards of professional conduct, the reasonable fees and expenses of such separate counsel shall constitute indemnifiable Losses pursuant this Article 7; provided further that the Indemnifying Party shall not controlbe required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any Third Party Claim. The Indemnified Party may retain or take over the control of the defense or settlement of any Third Party Claim the defense of which the Indemnifying Party has elected to control if the Indemnified Party irrevocably waives its right to indemnity under this Article 7 and fully releases the Indemnifying Party with respect to such Third Party Claim. If an Indemnifying Party elects not to assume and control the defense of any Third Party Claim or fails to notify the Indemnified Party of its election within thirty (30) days after receipt of a Third Party Claim Notice, then such Indemnified Party shall be entitled to continue to conduct and control the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Third Party Claim is, in fact, a Third-Party Claim to which and the reasonable fees and expenses of counsel (including appropriate local counsel) for the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to in connection with the defense of such Third-Third Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable Claim shall constitute indemnifiable Losses pursuant this Article 7. Notwithstanding anything to the extent contrary in this Section 7.6(a)(ii), in no event shall the Indemnifying Party be entitled to assume the defense of a Third Party Claim if such Third Party Claim (1) seeks an injunction or other equitable relief other than monetary damages (other than de minimis equitable relief incidental to the granting of money damages) or (2) seeks a finding or admission of a violation of Law or seeks to impose criminal Liabilities or any Order of a Governmental Entity against the Indemnified Party. Whether or not incurred directly the Indemnifying Party has assumed the defense, such Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any Order that was consented to by the Indemnified Party without the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of ’s prior written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimedconsent. (iii) If The Parties shall reasonably cooperate with each other in the Indemnifying Party undertakes the investigation, prosecution or defense of any Third Party Claim. Such cooperation shall, upon reasonable notice to the Party providing such Thirdcooperation, include (A) providing, and causing their respective Affiliates to provide, documentary or other evidence in its possession or control, (B) implementing, and causing their respective Affiliates to implement, reasonable record retention or litigation hold policies and (C) making available, and causing their respective Affiliates to make available, directors, officers and employees to give depositions or testimony. The Party requesting such cooperation shall pay the reasonable out-of-pocket expenses incurred in providing such cooperation (including reasonable legal fees and disbursements) by the Party (or Affiliate thereof, as the case may be) providing such cooperation and by its officers, directors, employees and Representatives, but not including reimbursing such Party (or Affiliate thereof, as the case may be) or its officers, directors, employees and Representatives for their time spent in such cooperation. (iv) This Section 7.6(a) shall not apply to any Third Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying PartyTaxes, which consent shall not be unreasonably withheldgoverned by Section 5.7(c).

Third Party Claims. (i) Promptly after receipt by In the Indemnified Party event of notice of, or otherwise acquiring knowledge a third-party claim giving rise to indemnification of the assertion ofAllergan Indemnified Parties hereunder, any third Allergan may, upon prior written notice to Ivivi, assume the defense of such claim, at Ivivi's expense; provided that Ivivi may participate in such defense at its own expense and with counsel of its choice. In all other cases and if Allergan does not elect to assume the defense, in the event of a third-party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled giving rise to indemnification from hereunder, the Indemnifying Party under this Article 12 (“Third-Party Claims”)may, upon prior written notice to the Indemnified Party shall promptly give notice thereof in writing Party, assume the defense of such claim with counsel reasonably satisfactory to the Indemnifying Indemnified Party, specifying and shall thereafter be liable for all expenses incurred in reasonable detail the information then available regarding the amount connection with such defense, including attorneys' fees and nature of Losses with respect theretoexpenses; provided, however, that the failure to so notify if the Indemnifying Party will not relieve assumes the defense of any such claim, the Indemnified Party may participate in such defense at its own expense and with counsel of its choice; provided further, however, that if there are one or more legal defenses available to the Indemnified Party that conflict with those available to the Indemnifying Party from or there exists any liability hereunder with respect to such Third-Party Claimother conflict of interest, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall not have the right to assume the defense of any such Third-claim but the Indemnified Party Claim (with shall have the right to employ separate counsel at the expense of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) Party and the Indemnified Party may, at its election and expense, to participate in (but not control) the defense of such Third-Party Claimthereof. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and elects to control the defense of such Third-Party Claimclaim, in it shall do so diligently and shall have the right to settle any claim for monetary damages, provided such settlement includes a reasonable mannercomplete and absolute release of the Indemnified Party. Notwithstanding anything to the contrary, and (B) the Indemnifying Party may participate not settle any claims for fines, penalties or the like or in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect any way adverse to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, without the Indemnifying Party shall pay all costs incident to the defense prior written consent of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly after receipt If any claim, demand or liability is asserted by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect against any of which the Indemnified Party reasonably believes it is reasonably likely Persons entitled to be entitled to indemnification from the Indemnifying Party indemnified under this Article 12 10 (“Third-Party Claims”the "INDEMNIFIED PARTY"), the Indemnified Party shall promptly give notice thereof so notify in writing the party required to provide indemnity hereunder (the "INDEMNIFYING PARTY") of the assertion of any such third party claim or commencement of any action, suit or proceeding (a "THIRD PARTY CLAIM") for which indemnification pursuant to this Article 10 may be sought, but the failure of an Indemnified Party to give prompt notice to the Indemnifying PartyParty shall not affect the rights of the Indemnified Party to indemnification hereunder, specifying except (i) as provided in reasonable detail Section 10.6 or (ii) if (and then only to the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify extent that) the Indemnifying Party will not relieve is materially prejudiced by reason of such failure to give timely notice. Within twenty (20) days after delivery of such notification, the Indemnifying Party from any liability hereunder with respect may, upon written notice thereof to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may(and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim), at its election and expense, participate in (but not control) assume control of the defense of such Third-Third Party ClaimClaim at the Indemnifying Party's own expense with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12defense, the Indemnified Party shall reimburse be entitled to control such defense. The party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party for all costs incident to the defense assumes control of such Third-defense and (i) the Indemnified Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent reasonably concludes that the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required Party have a conflict of any Indemnifying interest or different defenses available with respect to such Third Party Claim or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iiiii) If the Indemnifying Party undertakes has not in fact employed counsel to assume control of such defense, the defense reasonable fees and expenses of any such Third-Party Claim or otherwise acknowledges its obligation counsel to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party shall be considered "Losses" for purposes of this Agreement. The party controlling such defense shall keep the other party advised of the status of such Third Party Claim and its Affiliates are the defense thereof. The Indemnified Party shall not entitled agree to (and shall not) settle or release any settlement of such Third-Third Party Claims Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall not agree to any settlement of such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld; provided, however, that such consent shall not be withheld by the Indemnified Party if the Indemnified Party's obligation under such settlement is limited to the payment of monetary damages for which the Indemnifying Party shall be entirely responsible and such settlement includes an unqualified release of the Indemnified Party from all liability in respect of the matters that were the subject of such Third Party Claim. (b) The parties hereto shall reasonably cooperate in the defense or prosecution of any Third Party Claim, with such cooperation to include (i) the retention and the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and (ii) the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder.

Third Party Claims. (i) Promptly after receipt by the If any Indemnified Party of receives notice of, or otherwise acquiring knowledge of the assertion of, or commencement of any third party claim in respect Action made or brought by any Person who is not a Party to this Agreement or an Affiliate of which a Party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party reasonably believes it is reasonably likely with respect to be entitled to indemnification from which the Indemnifying Party is obligated to provide indemnification under this Article 12 (“Third-Party Claims”)Agreement, the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying PartyParty reasonably prompt written notice thereof, specifying but in reasonable detail the information then available regarding the amount and nature any event not later than twenty (20) days after receipt of Losses with respect thereto; providedsuch notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claimof its indemnification obligations, except to the extent, and only to the extent, extent that such failure has actually and materially prejudiced the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. (ii) The . Subject to any rights of any insurer under the R&W Policy, the Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any such Third-Third Party Claim (with counsel of at the Indemnifying Party’s choiceexpense and by counsel, approved by reasonably satisfactory to the Indemnified Party, which approval chosen by the Indemnifying Party, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) seeks an injunction or other equitable relief against the Indemnified Party, (y) relates to any criminal or quasi-criminal matter or (z) the Indemnified Party is reasonably advised in writing by outside counsel chosen by it that there are one or more legal or equitable defenses available to the Indemnified Party that Indemnifying Party cannot assert on behalf of the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), and subject to any rights of any insurer under the R&W Policy, it shall have the right to take such action as it deems reasonably necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be unreasonably withheldat the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to or is not permitted under this Section 8.05(a) to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, at its election subject to Section 8.05(b), pay, compromise or defend such Third Party Claim and expenseseek indemnification for any and all Losses based upon, participate arising from or relating to such Third Party Claim. The Parties shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (but not controlsubject to the provisions of Section 5.07) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Third Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly after receipt by In the event an Indemnified Party becomes aware of notice of, or otherwise acquiring knowledge of the assertion of, any a third party claim in respect of (a “Third Party Claim”) which the such Indemnified Party reasonably believes it is reasonably likely would result in a claim for indemnification pursuant to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”)VII, the such Indemnified Party shall promptly give notify the Responsible Party of such Third Party Claim (it being understood that no delay in providing such notice thereof in writing shall prejudice such Indemnified Party’s rights under this Article VII except to the extent that the applicable Indemnifying PartyParty is materially prejudiced by reason of such failure). Parent shall have the right in its sole discretion to conduct the defense of, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect theretoto settle, any such Third Party Claim; provided, however, that (a) the failure Stockholder Representative shall be entitled on behalf of the Equityholders, at its expense and only to so notify the extent it does not affect any privilege relating to any Equityholder Indemnified Party, to consult with Parent with respect to, but not to determine or conduct, the defense of, such Third Party Claim and (b) if the Indemnifying Party will is an Equityholder Indemnifying Party, except with the consent of the Stockholder Representative, no settlement or resolution of any such Third Party Claim shall be determinative of the existence or the amount of Losses resulting from, arising out of or relating to such Third Party Claim. The Indemnified Parties’ reasonable attorneys’ and consultants’ fees and expenses incurred in connection with investigating, defending against or settling such Third Party Claims shall be included in the Losses for which the Indemnified Parties may seek indemnification hereunder and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2(a) (but subject to the other limitations under this Article VII) whether or not relieve it is ultimately determined that the Third Party Claim itself is indemnifiable under Section 7.2(a). (b) In the event that the Indemnifying Party from is an Equityholder Indemnifying Party and the Stockholder Representative has consented to any liability hereunder settlement or resolution of a Third Party Claim, the Equityholder Indemnifying Parties and the Equityholders shall have no power or authority to object under any provision of this Article VII to the amount of Losses resulting from, arising out of or relating to such Third Party Claim, and the Equityholder Indemnified Parties shall be entitled to indemnification for the entire amount of such Losses, subject to the applicable limitations contained in Section 7.3. In the event that the Indemnifying Party is an Equityholder Indemnifying Party and the Stockholder Representative does not, in accordance with the terms of this Section 7.5(b), consent to any such settlement or resolution, then the Parent Indemnified Parties and the Stockholder Representative shall attempt in good faith to agree upon the rights of the respective parties with respect to such Third-Party Claimsettlement or resolution, except subject to the extentlimitations set forth in Section 7.3 and, if not resolved through negotiations, such dispute shall be resolved by litigation in the appropriate court of competent jurisdiction or mediation (at the mutual agreement of the Parent Indemnified Party and only to the extent, that such failure has actually and materially prejudiced the Indemnifying PartyStockholder Representative). (iic) The Indemnifying For the avoidance of doubt and subject to the other terms of this Agreement, the Responsible Party shall have the right to assume the defense of keep any such Third-information obtained in connection with any Third Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable mannerconfidential, and in no event shall the Responsible Party disclose such information to any third party (Bexcluding any Equityholder that executed a Joinder Agreement) the Indemnifying Party may participate in (but not control) the defense of unless and until such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith party has executed a confidentiality agreement with respect to the defense such information, or handling of such Third-Party Claims. If the Third-Party Claim isis otherwise subject to applicable confidentiality obligations, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident containing confidentiality terms no less favorable to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid Company than those contained in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any Section 3 of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldJoinder Agreement.

Third Party Claims. (i) Promptly after receipt by the All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party claim against an Indemnified Party of notice of, or otherwise acquiring knowledge of shall be made in accordance with the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be following procedures. A Person entitled to indemnification from the Indemnifying Party under this Article 12 VIII (“Third-Party Claims”), the an "Indemnified Party Party") shall promptly give notice thereof in writing prompt written notification to the Person from whom indemnification is sought (the "Indemnifying Party") (with a copy to the Escrow Agent) of the commencement of any action, specifying in reasonable detail suit or proceeding relating to a third-party claim for which indemnification may be sought or, if earlier, upon the information then available regarding the amount written assertion of any such claim by a third party (it being understood and nature of Losses with respect thereto; providedagreed, however, that the failure by an Indemnified Party to so notify the Indemnifying Party will give notice as provided herein shall not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, of its indemnification obligation under this Agreement except to the extent, and only to the extent, extent that such Indemnifying Party is actually damaged as a result of such failure has actually to give notice). Such notification shall include a description in reasonable detail (to the extent known by the Indemnified Party) of the facts constituting the basis for such third-party claim and materially prejudiced the amount of the Damages claimed. Within 30 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party. , assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party, unless (i) the action, suit, proceeding or claim involves Taxes, (ii) The the Indemnifying Party shall have fails to provide reasonable assurance of its financial capacity to defend such action, suit, proceeding or claim or (iii) in the right event the Indemnifying Party is an Indemnifying Securityholder, the amount of the action, suit, proceeding or claim exceeds, or would reasonably be expected to exceed, the Escrow Amount as then in effect. An election by the Indemnifying Party to so assume the defense of any such Thirdthird-Party Claim (with counsel of party claim shall constitute an admission by the Indemnifying Party’s choice, approved by Party and shall conclusively establish for purposes of this Agreement that the Indemnified Party, which approval shall not be unreasonably withheld) and Indemnifying Party is obligated to indemnify the Indemnified Party may, at its election and expense, participate in (but not control) with respect to such third-party claim under the defense provisions of such Third-Party Claimthis Article VIII. If the Indemnifying Party does not so assume the defense in a timely mannercontrol of such defense, (A) the Indemnified Party shall control such defense. The Party not controlling such defense may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) participate therein at its own expense; provided that if the Indemnifying Party may participate in (but not control) assumes control of such defense and the defense of Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, at its election suit, proceeding or claim, the reasonable fees and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect expenses of counsel to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to solely in connection therewith shall be indemnified against under considered Damages for purposes of this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such costs defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and amounts are reasonable to the extent not incurred directly defense thereof and shall consider recommendations made by the Indemnifying Party)other Party with respect thereto. If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the The Indemnified Party shall reimburse the Indemnifying Party for all costs incident not agree to the defense any settlement of such Third-Party Claimaction, including attorneys’ feessuit, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid proceeding or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim that does not include a complete release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of the Indemnified Party.

Third Party Claims. (i) Promptly after receipt by With respect to any Third Party Claims, the Indemnifying Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice. In such event, the Indemnifying Party shall reimburse the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which for all the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party under this Article 12 (“Third-to assume such control shall be made within 60 days of receipt of notice of the Third Party Claims”)Claim, failing which the Indemnifying Party shall be deemed to have elected not to do so. If the Indemnifying Party elects to assume such control, the Indemnified Party shall promptly give notice thereof in writing have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, specifying in having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable detail time, the information then available regarding the amount Indemnified Party shall be entitled to assume such control, and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party from shall, subject to Section 8.1(b) and Section 8.1(c) above, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability hereunder with of the Indemnified Party under the Third Party Claim in respect to of which such Third-payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party Claim, except to the extentIndemnified Party, and only the Indemnified party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The If the Indemnifying Party fails to assume control of the defense of any Third Party Claim, the Indemnified Party shall have the exclusive right to assume consent, settle or pay the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall amount claimed. Whether or not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume assumes control of the defense in a timely mannernegotiation, (A) the Indemnified Party may assume and control the defense settlement or defenses of such Third-any Third Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-settle any Third Party Claim is, in fact, not a Third-Party Claim to which without the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any consent of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed; but then the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims, and, regardless of which party has control thereof as provided for herein, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available).

Third Party Claims. In the event of any claim, action, suit, proceeding or demand asserted by any Person who is not a Party or an Affiliate of a Party (ior a successor to a Party or an Affiliate of a successor to a Party) Promptly after receipt by the Indemnified which is or gives rise to an indemnification claim (a “Third Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party ClaimsClaim”), the Indemnifying Party may elect to indemnify the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount therefor and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume the defense of any such Third-Party Claim claim or any litigation resulting therefrom, but only if (with i) counsel of for the Indemnifying Party’s choice, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party, Party (which approval shall not be unreasonably withheld, conditioned or delayed), (ii) and the Indemnifying Party provides the Indemnified Party may, at with adequate assurance reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its election indemnification obligations hereunder; (iii) the Third Party Claim involves only money damages and expense, participate in does not seek an injunction or other equitable relief against an Indemnified Party; and (but not controliv) the Indemnifying Party conducts the defense of such Third-the Third Party ClaimClaim actively and diligently. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control assumes the defense of any such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense claim or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12arising therefrom, the Indemnified Party shall reimburse reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably requested by the Indemnifying Party or that are reasonably relevant to such claim or litigation, and making employees available on a mutually convenient basis during normal business hours to provide reasonable additional information and explanation of any material provided hereunder. The Indemnified Party may participate in such defense at the Indemnified Party’s expense, which shall include counsel of its choice. The Indemnified Party shall have the right to employ, at the Indemnifying Party’s expense, one counsel of its choice for all costs incident each applicable jurisdiction (if more than one jurisdiction is involved), to represent the Indemnified Party if (i) in the Indemnified Party’s reasonable judgment, based on advice of counsel, there exists an actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party, (ii) the Indemnifying Party is not permitted to defend the Third Party Claim as provided above in this Section 9.1, or (iii) the Indemnifying Party fails to assume the defense of such Third-Third Party ClaimClaim or otherwise fails to perform its obligations or satisfy the conditions with respect thereto as provided above in this Section 9.1, including attorneys’ feesin which case, litigation and appeal expenses, settlement payments and amounts paid in satisfaction the Indemnified Party may defend such Third Party Claim on behalf of judgments, to the extent the Indemnifying Party paid or advanced the same (providedParty. The Indemnifying Party, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes in the defense of any such Third-Third Party Claim or otherwise acknowledges its obligation to indemnify any Claim, shall not, except with the consent of the Indemnified Parties hereunder with respect theretoParty, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party and of a release from all liability in respect of such Third Party Claim. The Indemnified Party shall have no liability with respect to any such judgment or settlement effected without its Affiliates are consent, which consent shall not entitled be unreasonably withheld, conditioned or delayed. The Indemnified Party shall not consent to (and shall not) entry of any judgment or settle or release compromise any such Third-Third Party Claims Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall have no liability with respect to any consent to entry of any judgment, compromise or settlement thereof effected without its consent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement offer and, subject to the applicable limitations of this Article IX, pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Third Party Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the Indemnified Party declined to accept plus the Losses of the Indemnified Party relating to such Third Party Claim through the date of its rejection of the settlement offer or (B) the aggregate Losses of the Indemnified Party with respect to such Third Party Claim. Each Indemnified Party shall furnish promptly such information regarding itself or the Third Party Claim as the other Party may reasonably request in writing and as shall be reasonably required in connection with the defense of any Third Party Claim.

Third Party Claims. In the event a Claim Notice is delivered with respect to a Third Party Claim, the provisions in the following paragraphs of this Section 5.11 apply. (ia) Promptly after receipt by the Indemnified With respect to any Third Party of notice ofClaim, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-shall have the right at any time within 60 days of receipt of such Third Party Claims”)Claim, at its own expense, to participate in or assume control of the negotiation, settlement or defense of such Third Party Claim; provided, that the Indemnifying Party shall not have the right to assume the negotiation, settlement or defense of any Third Party Claim seeking equitable relief. If the Indemnifying Party elects to assume such control, the Indemnified Party shall promptly give notice thereof in writing to reasonably cooperate with the Indemnifying Party, specifying shall have the right to participate in the negotiation, settlement or defense of such Third Party Claim at its own expense and shall have the right to disagree on reasonable detail grounds with the information then available regarding the amount selection and nature retention of Losses with respect thereto; providedcounsel, howeverin which case, that the failure counsel satisfactory to so notify the Indemnifying Party will not relieve and the Indemnifying Indemnified Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced shall be retained by the Indemnifying Party. (iib) The Indemnifying Any Indemnified Party shall will have the right to assume employ separate counsel in any Third Party Claim and/or participate in the defense thereof, but the fees and expenses of such counsel will not be included as part of any Losses incurred by 26249768.3 the Indemnified Party unless: (i) such Third-Indemnified Party Claim (with counsel has received written advice of outside counsel, reasonably acceptable to the Indemnifying Party’s choice, approved by to the Indemnified Party, which approval shall not be unreasonably withheld) and effect that the interests of the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense Third Party Claim are sufficiently adverse so as to constitute an actual conflict of interest; or handling (ii) the employment of such Third-counsel at the expense of the Indemnifying Party Claims. has been specifically authorized by the Indemnifying Party. (c) If the Third-Indemnifying Party: (i) having elected to assume control thereafter fails to defend any such Third Party Claim iswithin a reasonable time; or (ii) has not elected to assume control within 60 days of receipt of notice of such Third Party Claim, in fact, a Third-Party Claim to which the Indemnified Party is shall be entitled to assume such control and the Indemnifying Party shall be indemnified against under this Article 12bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. In addition, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required ’s reasonable and documented out-of-pocket expenses, including reasonable expenses of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt counsel, as a result of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimedsuch assumption. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly In the event that any Indemnified Party asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any person who is not a party to this Agreement or an affiliate of a party to this Agreement (a "Third Party Claim") against an Indemnifying Party, the Indemnified Party shall give written notice together with a statement specifying the basis of such Third Party Claim to the Indemnifying Party within 20 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within 20 days after receipt by from the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of such Third Party Claim which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from notice by the Indemnifying Party under this Article 12 shall specify the counsel it will appoint to defend such claim (“Third-Party Claims”"Defense Counsel"), to conduct at its expense the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Indemnified Party shall have the right to assume approve the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified PartyDefense counsel, which approval shall not be unreasonably withheldwithheld or delayed. (b) In the event that the Indemnifying Party, within such 20 day period, fails to give the Defense Notice, the Indemnified Party shall have the right to conduct the defense and to compromise and settle such Third Party Claim, without prior consent of the Indemnifying Party and the Indemnifying Party will be liable for any Loss and Expense (including any settlement amounts) paid or incurred in connection therewith. (c) In the event that the Indemnifying Party disputes the claim for indemnification against it, such Indemnifying Party shall notify the Indemnified Party to such effect within 20 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnified Party a reasonable opportunity to respond to such Third Party Claim). In such event the Indemnified party shall have the right to conduct the defense to compromise and settle such Third Party Claim, without prior consent of the Indemnifying Party, and, once such dispute has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction or by mutual agreement of the Indemnified and Indemnifying Party, the Indemnifying Party shall within 10 days of the date of such resolution or agreement, pay to the Indemnified Party any Loss or Expense (including any settlement amounts) paid or incurred by the Indemnified Party in connection with such Third Party Claim. (d) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, the Indemnifying Party shall be entitled to have the exclusive control over the defense of the Third Party Claim and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall will cooperate in good faith with respect and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at its expense to participate in the defense assisted by counsel of its own choosing. The Indemnifying Party will not settle the Third Party Claim or cease to defend against any Third Party Claim as to which it has delivered a Defense Notice, without the prior written consent of the Indemnified Party, and except as set hereinafter set forth such consent will not be unreasonably withheld or delayed. The Indemnified Party may withhold its consent if as a result of such settlement or cessation of defense, (i) injunctive relief or specific performance would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. (e) If an Indemnified Party refuses to consent to a bona fide offer of settlement which provides for a full release of the Indemnified Party and its affiliates relating to the claims underlying the offer of settlement and solely for a monetary payment which the Indemnifying Party wishes to accept, the Indemnified Party may continue to pursue such matter, free of any participation by the Indemnifying Party, at the sole expense of the Indemnified Party. In such an event, the obligation of the Indemnifying Party shall be limited to the amount of the offer of settlement which the Indemnified Party refused to accept plus the reasonable costs and expenses of the Indemnified Party incurred prior to the date the Indemnifying Party notified the Indemnified Party of the offer of settlement. (f) Notwithstanding clause (d) above, the Indemnifying Party shall not be entitled to control, but may participate in, and the Indemnified Party shall be entitled to have sole control over, the defense or handling settlement of any claim (i) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, (ii) to the extent such Third-Party Claims. If claim involves criminal allegations against the Third-Indemnified Party, (iii) to the extent such Third Party Claim is, in fact, a Third-involves criminal allegations against the Indemnified Party or (iv) if such Third Party Claim would impose liability on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. In such an event, the Indemnifying Party will still have all of its obligations hereunder provided that the Indemnified Party will not settle the subject claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed. (g) Any final judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to be indemnified against under prompt indemnification hereunder. (h) A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article 12, Section 9.4 will not affect the Indemnifying Party shall pay all costs incident to the defense rights or obligations of such Third-Party Claim, including attorneys’ fees, litigation any party hereunder except and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable only to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim isthat, in factas a result of such failure, not a Third-Party Claim to which the Indemnified Party is any party entitled to be indemnified against received such notice was deprived of its right to recover any payment under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense its applicable insurance coverage or was otherwise directly and materially damaged as a result of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, failure to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimedgive timely notice. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. If Buyer or Seller, as the case may be (isingly or collectively, the "Indemnified Party"), shall receive notice of an action asserting a liability for which it is indemnified under this Article IX, it shall promptly notify, and in the case of indemnification sought under Sections 9.2(a) Promptly after and 9.3(a) within 30 days of receipt by the Indemnified Party of notice of, legal process or otherwise acquiring knowledge other written notification of the assertion of, any third party claim in respect commencement of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”)an action asserting such liability, the Indemnified Party shall promptly give notice thereof in writing to party against whom indemnity is sought (the "Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the "). The failure to so notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability hereunder with respect its obligations to such Third-Party Claimprovide indemnification hereunder, except to the extent, and only to extent its defense of the extent, that such failure has actually and action is materially prejudiced thereby. Any such claim may be defended by any insurer whose policy covers the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume the liability for such claim and provides for a defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choicethereof. In addition, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in the defense of such action and may assume the defense with counsel satisfactory to the Indemnified Party if (but a) the Indemnified Party agrees to assumption thereof by the Indemnifying Party or (b) the Indemnifying Party shall have confirmed in writing (without reservation or qualification) its obligation to provide indemnification for the liability asserted in such action. If the Indemnifying Party assumes the defense, the Indemnifying Party will not control) settle the claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party, based on advice of counsel, shall reasonably conclude that the Indemnified Party's interests in such action are materially inconsistent with those of the Indemnifying Party or that it may have defenses that are different from or in addition to those available to the Indemnifying Party, the Indemnified Party may use separate counsel to protect such interests and assert such defenses and otherwise participate in the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Indemnifying Party Claim is, in fact, a Third-Party Claim shall assume the defense with counsel satisfactory to which the Indemnified Party is entitled to be indemnified against under this Article 12Party, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal not be liable for any legal expenses (other than investigation expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not ) subsequently incurred directly by the Indemnifying Indemnified Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, unless the Indemnified Party shall reimburse have employed separate counsel in accordance with the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimedpreceding sentence. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt In the event any claim, demand, complaint or Action is instituted by the a third party against an Indemnified Party of notice of, which involves or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is appears reasonably likely to be entitled to indemnification from the Indemnifying involve an Indemnification Claim hereunder (a “Third Party under this Article 12 (“Third-Party ClaimsClaim”), the Indemnified Party shall shall, promptly give after receipt of notice thereof in writing to of any such Third Party Claim, notify the Indemnifying Party, specifying in reasonable detail Party of the information then available regarding the amount and nature of Losses with respect theretocommencement thereof; provided, however, that the failure to so notify the Indemnifying Party will of the commencement of any such Third Party Claim shall not relieve affect the Indemnifying rights of the Indemnified Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, extent that such failure has actually and materially prejudiced prejudices the Indemnifying Party. (ii) The . Upon receipt of such notice, the Indemnifying Party shall have the right right, in its sole discretion, to control the defense or settlement of such Third Party Claim and may elect to retain counsel of its choice, reasonably acceptable to the relevant Indemnified Parties, to represent such Indemnified Parties in connection with such Third Party Claim and shall pay the fees, charges and disbursements of such counsel. Notwithstanding the foregoing provisions of this Section 12.5: (a) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Party (other than any reasonable fees and expenses of such separate counsel that are incurred prior to the date the Indemnifying Party effectively assumes control of such defense which, notwithstanding the foregoing, shall be borne by the Indemnifying Party, and except that the Indemnifying Party shall pay all of the reasonable fees and expenses of such separate counsel if the Indemnified Party has been advised by counsel that a reasonable likelihood exists of an actual and material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim), and the Indemnified Parties and their counsel shall cooperate with the Indemnifying Party’s counsel in connection with such Third Party Claim; (b) the Indemnifying Party shall not be entitled to assume control of the defense of any such Third-Third Party Claim (with counsel of the Indemnifying Party’s choice, approved unless otherwise agreed to in writing by the Indemnified Party, which approval shall not be unreasonably withheld) and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party mayif: (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, at its election action, indictment, allegation or investigation; (ii) the claim seeks an injunction or equitable relief against the Indemnified Party; or (iii) the amount of Losses reasonably estimated to be incurred pursuant to such Third Party Claim (when combined with all other outstanding claims for indemnification and expense, any amount previously paid by the Indemnifying Party that applies toward the applicable cap under Section 12.3 (if any) would exceed the applicable cap contemplated by Section 12.3 (if any)); provided that the Indemnifying Party shall be entitled to participate in (but not control) the defense of such Third-Third Party Claim (and any and all settlement discussions related to such Third Party Claim. If ) and to employ, at its sole expense, separate counsel of its choice to advise the Indemnifying Party does not so assume for such purpose; (c) if the defense in a timely manner, (A) the Indemnified Indemnifying Party may assume and shall control the defense of such Third-any Third Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) settle or otherwise resolve such claim or cease to defend such claim without the defense prior written consent of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) unless (i) prior to the Indemnifying Party entering into such settlement or ceasing to defend such claim, the Indemnifying Party first verifies to the Indemnified Party in writing that the Indemnifying Party shall be responsible for all Liabilities and obligations relating to such Third Party Claim, (ii) such settlement or cessation involves, with respect to the Indemnified Party, only the payment of a lump sum amount of money and the Indemnifying Party pays such lump sum amount of money when due, and (iii) such settlement expressly and unconditionally releases the Indemnified Party from all Liabilities with respect to such claim; (d) in the event the Indemnified Party controls the defense of any Third Party Claim, it shall request the prior written consent of the Indemnifying Party before entering into any settlement of such claim or ceasing to defend such claim. Under no circumstances will the Indemnifying Party have any liability in connection with any settlement of any Third Party Claim that is entered into by the Indemnified Party without its prior written consent (which shall not be unreasonably withheld, conditioned or delayed); (e) from and after the delivery of a notice of a Third Party Claim, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its employees, counsel, experts and representatives reasonable access, during normal business hours, to the books, records, personnel and properties of the Indemnified Party to the extent reasonably related to the Third Party Claim at no cost to the Indemnifying Party (other than for reasonable out-of-pocket expenses of the Indemnified Parties); provided that the Indemnifying Party shall take reasonable precautions so as not to jeopardize any privilege reasonably available to an Indemnified Party in respect of any of its records; and (f) procedures relating to Tax Proceedings shall be governed solely by Section X and not by this section.

Third Party Claims. (i) Promptly after receipt by the any Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, commencement of any action by a third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to would be entitled to indemnification from the Indemnifying under ARTICLE IX (a "Third Party under this Article 12 (“Third-Party Claims”Claim"), the Indemnified Party shall promptly give notice notify the Representative in writing (an "Indemnification Notice"), who shall in turn notify each person that is obligated to provide such indemnification (an "Indemnifying Party") thereof in writing to the Indemnifying Partywriting, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the but any failure to so notify the Representative or the Indemnifying Party will Party, as the case may be, shall not relieve the Indemnifying Party from any liability hereunder with respect that it may have to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claimother than, in the case of a reasonable manner, and (B) failure to notify the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgmentsRepresentative, to the extent the Indemnifying Party paid is materially prejudiced thereby or advanced such Indemnification Notice is not delivered by the same Indemnified Party to the Representative within twelve (12) months following the Closing Date as required by Section 9.2(i). Such notification shall include a description in reasonable detail (to the extent known by the Indemnified Party) of the facts constituting the basis for such Third Party Claim and the amount of the Damages claimed. (ii) The Representative shall, for and on behalf of the Indemnifying Party, have the right to assume control of the defense of the Indemnified Party against the Third Party Claim with counsel reasonably satisfactory to such Indemnified Party or, if the Representative does not assume such defense, to participate in the defense of such Third Party Claim. (iii) So long as the Representative is conducting the defense of the Third Party Claim (A) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel at its own cost and expense (which cost and expense shall not constitute Damages) to assist in the handling of such Third Party Claim; provided, however, that such costs and amounts are Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (x) so requested by the Representative on behalf of the Indemnifying Party, to participate or (y) in the reasonable opinion of counsel to the extent not incurred directly by the Indemnified Party). Any payments required , a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable and (B) the Representative shall not consent to the entry of any Indemnifying Party Judgment or enter into any settlement that subjects the Indemnified Party hereunder shall be made promptly following receipt to any injunctive relief or other equitable remedy or does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of written demand therefora release from all liability in respect of such Third Party Claim, accompanied by documentation reasonably substantiating unless with the costs and amounts therein claimedconsent of each Indemnified Party. (iiiiv) If Notwithstanding the Indemnifying foregoing, if with respect to a Third Party undertakes the defense of any Claim, (A) such Third-Third Party Claim or otherwise acknowledges its obligation to indemnify seeks equitable relief that would materially adversely affect the ongoing business of any of the Indemnified Parties hereunder (including its relationships with respect theretocurrent or potential customers, suppliers or other parties material to the conduct of its business) if such Third Party Claim is decided against any of the Indemnified Parties, (B) the Representative, on behalf of the Indemnifying Party, does not provide the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Representative, on behalf of the Indemnifying Party, will have adequate financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) such Third Party Claim relates to or otherwise arises in connection with Intellectual Property or any criminal or regulatory enforcement Action, (D) the Representative, on behalf of the Indemnifying Party, does not actively and diligently conduct the defense of the Third Party Claim, (E) the Indemnified Party has been advised by counsel that (x) there are one or more legal or equitable defenses available to it with a reasonable prospect of success which are not available to the Representative or the Indemnifying Party or (y) there exists a reasonable likelihood of a conflict of interest between the Indemnified Party and its Affiliates the Representative or the Indemnifying Party; (F) the Third Party Claim could reasonably be expected to give rise to Damages which are not more than two times (2x) the aggregate amount remaining to be indemnified under the Escrow Amount after giving effect to all other claims paid or pending claims pursuant to Section 9.1, (G) the Third Party Claim relates to or arises in connection with any criminal proceeding, indictment, allegation or investigation of the Indemnified Party, then, in any such case, the Indemnified Parties shall be entitled to (assume control of the defense of such Third Party Claim, including the right to contest and shall not) defend such Third Party Claim in the first instance and to settle or release any such Third-Third Party Claims without Claim with the consent of the Representative, on behalf of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Parties do not contest and defend such Third Party Claim, the Representative, on behalf of the Indemnifying Party, shall have the right to contest and defend such Third Party Claim and to settle such Third Party Claim with the consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, subject to Section 9.5(a)(ii). If the Indemnified Parties shall have exercised the right to contest, defend and settle any such Third Party Claim instead of the Representative, by reason of the foregoing provisions of this Section 9.5(a)(iv), the Representative, on behalf of the Indemnifying Party, shall be entitled, at the cost and expense of the Indemnifying Party, to participate in the defense of such Third Party Claim and to employ counsel. (v) If for any reason the Representative does not assume and conduct the defense of the Third Party Claim on behalf of the Indemnifying Party, the Indemnified Party shall have the right to defend such Third Party Claim at the cost and expense of the Indemnifying Party, and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in accordance with this Section 9.5(a), subject to the limitations set forth herein. (vi) The reimbursement of fees, costs and expenses incurred by the Indemnified Party as required by this Section 9.5(a) shall be made from the Escrow Fund by periodic payments during the course of the investigations or defense, as and when bills are received or expenses incurred. (vii) The party controlling the defense of the Third Party Claim shall keep the other party advised of the status of such Third Party Claim and the defense thereof and shall consider recommendations made by the other party with respect thereto.

Third Party Claims. (i) Promptly after receipt by the An Indemnified Party shall give written notice to any Indemnifying Party within 30 days after it has actual knowledge of notice ofcommencement or assertion of any action, proceeding, demand, or otherwise acquiring knowledge of the assertion of, any claim by a third party claim (collectively, a "Third Party Claim") in respect of which the such Indemnified Party reasonably believes it is reasonably likely may seek indemnification under Section 5.1. Such notice shall state the nature and basis of such Third Party Claim and the events and the amounts thereof to be entitled the extent known. Any failure so to indemnification from the notify an Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the such Indemnifying Party from any liability hereunder with respect that it, may have to such Third-Indemnified Party Claimunder this Article 5, except to the extentextent the failure to give such notice materially and adversely prejudices such Indemnifying Party. In case any such action, and only proceeding or claim is brought against an Indemnified Party, so long as (a) the Indemnifying Party has acknowledged in writing to the extentIndemnified Party that it is liable to the Indemnified Party for such Third Party Claim pursuant to this Section 5.3, that such failure has actually (b) in the reasonable judgment of the Indemnified Party a conflict of interest between it and materially prejudiced the Indemnifying Party. Party does not exist in respect of such Third Party Claim and (iic) The in the reasonable judgment of the Indemnified Party such Third Party Claim does not entail a material risk of criminal penalties or civil fines or non-monetary sanctions being imposed on the Indemnified Party (a "Third Party Penalty Claim") (the forgoing conditions being referred to as the "Control Conditions"), the Indemnifying Party shall have be entitled to participate in and assume the right defense thereof, with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than as expressly provided below in this Section 5.3; provided, that nothing contained herein shall permit Seller to control or participate in any Tax contest or dispute involving Purchaser or any Affiliate of Purchaser, or permit Purchaser to control or participate in any Tax contest or dispute involving Seller or any Affiliate of Seller other than the Company or any Project Company; and, provided, further, that the Parties agree that the handling of any Tax or Cash Grant contests involving the Company will be governed by Section 7.7 of the Company LLC Agreement. In the event that (i) the Indemnifying Party advises an Indemnified Party that it will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within 30 days of receipt of any indemnification notice to notify, in writing, such Third-Indemnified Party of its election, to defend, settle or compromise, at is sole cost and expense, any such Third Party Claim (with counsel or discontinues its defense at any time after it commences such defense) or (iii) in the reasonable judgment of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) a conflict of interest between it and the Indemnifying Party exists in respect of such Third Party Claim or the action or claim is a Third Party Penalty Claim, then the Indemnified Party may, at its election option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim, and expensethe Indemnifying Party shall be liable for and shall reimburse the Indemnified Party promptly and periodically for the Indemnified Party's reasonable costs and expenses arising out of the defense, participate settlement or compromise of any such action, claim or proceeding. In any event, unless and until the Indemnifying Party elects in (but not control) writing to assume and does so assume the defense of any such Third-claim, proceeding or action, the Indemnifying Party Claimshall be liable for the Indemnified Party's reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding. The Indemnified Party shall cooperate fully with the Indemnifying Party in connection with any negotiation or defense of any such action or claim by the Indemnifying Party. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party does elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If any of the Control Conditions is not so assume the defense in a timely mannersatisfied or becomes unsatisfied, (Ax) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable mannerdefend against, and consent to the entry of any judgment or enter into any settlement with respect to, such Third Party Claim in any manner it may deem appropriate (Band the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (y) the Indemnifying Party may participate in will reimburse the Indemnified Party promptly and periodically for the reasonable costs or defending against such Third Party Claim (but not controlincluding reasonable consultant, attorney and expert witness fees, disbursements and expenses), and (z) the defense of such action, at its election and expense. The Indemnifying Party will remain responsible for any losses the Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim ismay suffer resulting from, arising out of, relating to, in factthe nature of, a Third-or caused by such Third Party Claim to which the fullest extent provided in this Article 5. The Indemnifying Party and the Indemnified Party is entitled shall cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. Notwithstanding anything in this Section 5.3 to be indemnified against under this Article 12the contrary, the Indemnifying Party shall pay all costs incident not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to the defense entry of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid judgment in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to respect thereof which imposes any criminal liability or civil fine or sanction or equitable remedy on the Indemnified Party is entitled to be indemnified against under this Article 12or which does not include, as an unconditional term thereof, the Indemnified Party shall reimburse giving by the Indemnifying Party for all costs incident claimant or the plaintiff to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required , a release from all liability in respect of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimedsuch claim. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly after receipt by In the event that an Indemnified Party becomes aware of notice of, or otherwise acquiring knowledge of the assertion of, any a third party claim in respect of (a “Third Party Claim”), other than a Tax Claim which shall be governed by Section 6.9(d), that the Indemnified Party reasonably believes it may result in a demand against the Escrow Fund or for other indemnification pursuant to this Article VIII, such Indemnified Party and Parent shall promptly (and, in any event, within five (5) business days thereof) notify the Securityholders’ Representative of such claim in writing; provided, that no delay or failure to give such notice shall affect the Indemnifying Party’s indemnification obligations hereunder, except to the extent that such delay or failure actually prejudices the Indemnifying Parties’ rights. The Securityholders’ Representative may, at its election, undertake and conduct the defense of such Third Party Claim; provided, that, upon assumption of the defense of such claim or litigation, the Securityholders’ Representative shall provide an acknowledgement in writing to the Indemnified Party that the Indemnified Party is reasonably likely to be entitled to seek indemnification from the Indemnifying Party under Parties with respect to any Losses to the extent of the indemnification provisions of this Article 12 VIII. If the Securityholders’ Representative elects to defend any Third Party Claim, the Securityholders’ Representative shall within fifteen (“Third-15) days (or sooner, if the nature of the asserted Third Party Claims”), Claim so requires) notify the Indemnified Party shall promptly give notice thereof in writing of its intent to do so, at the expense of the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect theretoParties; provided, however, that the failure Indemnified Party may, if such Indemnified Party so desires, employ counsel at such Indemnified Party’s own expense to so notify assist in the participation in and handling (but not determine or control the defense) of any Third Party Claim; provided, further, that the Indemnifying Party will not relieve Parties shall pay the expenses of the Indemnified Party’s counsel if (i) any Indemnifying Party from any liability hereunder with respect to such Third-and the Indemnified Party Claim, except are both named parties to the extent, proceedings and only the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. actual or potential differing interests between them or (ii) The Indemnifying the Indemnified Party shall have assumes the right defense of a Third Party Claim after the Securityholders’ Representative has failed to diligently defend against such Third Party Claim in good faith as provided in Section 8.8(b). In the event the Securityholders’ Representative elects to assume the defense of any such Third-a Third Party Claim in accordance with this Section 9.4, the Securityholders’ Representative shall keep the Indemnified Party advised of all material events with respect to the Third Party Claim. (with counsel b) Notwithstanding anything to the contrary set forth herein, if (i) the Securityholders’ Representative does not so elect to undertake and conduct the defense of such Third Party Claim, (ii) at any time after assuming the defense of a Third Party Claim, the Indemnifying Party fails to diligently defend against such Third Party Claim in good faith, (iii) such Third Party Claim seeks an injunction and the Indemnified Party determines in good faith that it is reasonably likely that such Third Party Claim will give rise to an indemnification obligation under this Article VIII and may materially adversely affect the business of Parent from and after the Closing Date or (iv) the amount of such Third Party Claim exceeds the Escrow Amount, the Indemnified Party shall be entitled to assume and undertake the defense of such claims at the expense of the Indemnifying Parties to the extent that the expense of such defense is determined to be an indemnifiable Loss hereunder. If the Securityholders’ Representative does not elect to undertake and conduct the defense of a Third Party Claim or the Indemnified Party shall assume and undertake the defense of such Third Party Claim in accordance with the preceding sentence, the Indemnified Party shall (A) allow the Securityholders’ Representative to participate in the defense of such claim at its own cost and expenses and (B) undertake the defense of and use all reasonable efforts to defend such claim and shall consult with the Securityholders’ Representative regarding the strategy for the defense of such claim; provided, however, that whether or not the Indemnified Party has assumed control of the defense of such Third Party Claim, the Indemnified Party shall not settle any Third Party Claim without the prior written consent of the Securityholders’ Representative (which shall not be unreasonably withheld or delayed); provided, further, that (i) notwithstanding the foregoing, if the Indemnified Party, acting in good faith and after providing the Securityholders’ Representative with a reasonable opportunity to review and consider such settlement or proposed resolution of any claim, believes that the Securityholders’ Representative has unreasonably withheld or delayed its consent to any such settlement or proposed resolution, then the Indemnified Party may so settle or resolve such claim (and without prejudice to the Indemnified Party’s choiceability to seek recovery from the Escrow Fund pursuant to a claim properly made hereunder), approved and (ii) in such or any other event, any settlement or resolution of any such claim made without the express written consent of the Securityholders’ Representative (or made with a deemed consent as described above) shall not be determinative of the existence of or amount of Losses relating to such matter. (c) The Securityholders’ Representative may consent to entry of a judgment, or enter into a settlement, without the relevant Indemnified Party’s prior written consent only if the judgment or settlement is only for monetary damages and such settlement or judgment by its terms obligates the Indemnifying Parties to pay the full amount of the liability in connection with such Third Party Claim and includes an unconditional release of all such Indemnified Parties from all Liability arising out of such claim or action. Otherwise, the prior written consent of the relevant Indemnified Party shall be required (not to be unreasonably conditioned, delayed or withheld). For the avoidance of doubt, the Securityholders’ Representative may not consent to entry of a judgment, or enter into a settlement, without the relevant Indemnified Party’s prior written consent (not to be unreasonably conditioned, delayed or withheld) if such judgment or settlement would result in (i) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party, (ii) a finding or admission of a violation of any Legal Requirement or violation of the rights of any Person by the Indemnified Party, which approval shall not be unreasonably withheld(iii) and a finding or admission that would have an adverse effect on other claims made or threatened against the Indemnified Party mayor any of its Affiliates, at its election and expense, participate in or (but not controliv) the defense any monetary liability of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) that will not be paid or reimbursed by the Indemnifying Party may participate in Parties. (but not controld) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates the Securityholders’ Representative shall cooperate in good faith with respect defending any Third Party Claim or related litigation subject to this Section 8.8 (and shall enter into a joint defense or similar agreement to the extent appropriate to protect or preserve attorney-client privilege) and, subject only to limitations required to preserve attorney-client privilege, shall make its records relating to the defense or handling of such Third-Party Claims. If available to the Third-Party Claim isothers. (e) Notwithstanding anything to the contrary set forth herein, in fact, a Third-Party Claim to which if the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to and does assume and undertake the defense of such Third-any Third Party Claim, including attorneys’ fees, litigation Claim relating to any breach of the representations and appeal expenses, settlement payments and amounts paid warranties in satisfaction of judgments Section 3.19 or Section 3.9 (provided, however, that such costs and amounts are reasonable but only to the extent not incurred directly by that such representation and warranty also pertains to the Indemnifying PartyLegal Requirements that are the subject matter of the representation and warranty contained in Section 3.19). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse allow the Indemnifying Party for all costs incident Securityholders’ Representative to co-direct and mutually agree (such agreement not to be unreasonably withheld by either party) on the defense of such Third-Party Claim, including attorneys’ fees, litigation claim at its own cost and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimedexpense. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly If a claim, action, suit or proceeding by a Person who is not a party hereto or an Affiliate thereof (a “Third Party Claim”) is made against any Person entitled to indemnification pursuant to Section 8.2 (an “Indemnified Party”), and if such Person intends to seek indemnity with respect thereto under this Article 8, such Indemnified Party shall promptly give a Notice of Claim to the party obligated to indemnify such Indemnified Party (such notified party, the “Responsible Party”); provided that the failure to give such Notice of Claim shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is materially prejudiced thereby. The Responsible Party shall have twenty (20) days after receipt by of such notice to assume the conduct and control, at the expense of the Responsible Party so long as the Responsible Party acknowledges in writing its obligation to indemnify the Indemnified Party of notice offor Losses related to such Third Party Claim (subject to the limitations set forth in this Article 8), or otherwise acquiring knowledge of the assertion ofsettlement or defense thereof, any third party claim in respect of which and the Indemnified Party shall, at its sole cost and expense, reasonably believes it cooperate with the Responsible Party in connection therewith; provided that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party (the fees and expenses of such counsel shall be borne by such Indemnified Party). So long as the Responsible Party is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”)contesting any such claim in good faith, the Indemnified Party shall promptly give notice thereof in writing not pay or settle any such claim. If the Responsible Party elects to conduct the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount defense and nature settlement of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-a Third Party Claim, except to then the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Indemnified Party shall have the right to assume pay or settle such Third Party Claim; provided that in such event it shall waive any right to indemnity by the defense Responsible Party for all Losses related to such claim unless the Responsible Party shall have consented to such payment or settlement. If the Responsible Party does not notify the Indemnified Party within twenty (20) days after the receipt of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) ’s Notice of Claim hereunder that it elects to undertake the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12thereof, the Indemnified Party shall reimburse have the Indemnifying right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Responsible Party for all costs incident shall not, except with the consent of the Indemnified Party (which shall not be unreasonably withheld or delayed), consent to a settlement, compromise or discharge of, or the defense entry of such Third-any judgment arising from, any Third Party Claim, including attorneys’ feesunless (x) such settlement, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid compromise or advanced the same (provided, however, that such costs and amounts are reasonable to the extent discharge does not incurred directly by the Indemnified Party). Any payments required involve any finding or admission of any Indemnifying Party violation of law or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense admission of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, wrongdoing by the Indemnified Party and its Affiliates are (y) the Responsible Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement, (ii) not entitled encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or the Company, (iii) obtain, as a condition of any settlement or other resolution, a complete and unconditional release of each Indemnified Party from any and all liability in respect of such Third Party Claim and (iv) such settlement would not, and would not reasonably be expected to, affect adversely the Indemnified Party’s Tax liability. (b) All of the parties hereto shall cooperate in the defense or prosecution of any Third Party Claim in respect of which indemnity may be sought hereunder and each of Parent and the Surviving Entity (or a duly authorized representative of such party) shall (and shall notcause the Group Companies to) settle or release any furnish such Third-Party Claims without the consent of the Indemnifying Partyrecords, which consent shall not information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be unreasonably withheldreasonably requested in connection therewith.

Third Party Claims. (i) Promptly after receipt by the If any Indemnified Party of receives notice of, or otherwise acquiring knowledge of the assertion ofof any claim, issuance of any third party claim in respect order or the commencement of which the any Legal Proceeding by any Person who is not a Party or an Affiliate of a Party, including any Governmental Authority (a “Third Party Claim”), against any such Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from and for which the Indemnifying Party are or may be required to provide indemnification under this Article 12 (“Third-Party Claims”)VIII, then the Indemnified Party shall promptly give written notice thereof in writing thereof, together with a statement of any available information regarding such Third Party Claim to the Parent or the representative to be identified by the Company prior to Closing (the “Indemnifying PartyStockholder Representative”), specifying in reasonable detail the information then available regarding the amount and nature as applicable, within thirty (30) days after learning of Losses with respect theretosuch Third Party Claim; provided, however, that the failure to so notify give such written notice within any particular time period shall not affect the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect Indemnified Party’s right to such Third-Party Claim, indemnification except to the extentif, and only to the extentextent that, that the failure to give such failure has actually and materially prejudiced notification on a timely basis adversely affected in any material respect the Indemnifying Party. (ii) ’s ability to defend such Third Party Claim. The Indemnifying Party shall have the right right, upon written notice to assume the Indemnified Party within thirty (30) days after receipt from the Indemnified Party of notice of such Third Party Claim, to conduct, at its expense, the defense of any against such Third-Third Party Claim (in its own name, or if necessary in the name of the Indemnified Party with counsel of the Indemnifying Party’s choice, approved by its own choice and reasonably acceptable to the Indemnified Party, which approval and the Indemnifying Party shall not be unreasonably withheld) and liable for defense costs incurred by the Indemnified Party may, at its election and expense, participate in (but not control) if the defense of such Third-Indemnifying Party Claimis required to indemnify the Indemnified Party for the Third Party Claim pursuant to this Section 8.05. If In the event that the Indemnifying Party does not so assume elect to conduct the defense of the subject Third Party Claim, then the Indemnified Party may conduct the defense of the subject Third Party Claim and the Indemnifying Party will cooperate with and make available to the Indemnified Party such assistance and materials as may be reasonably requested by the Indemnified Party. In the event that the Indemnifying Party does elect to conduct the defense of the subject Third Party Claim, then the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it at the Indemnifying Party’s expense (subject to the Indemnifying Party’s and their advisors agreeing in such form as the Indemnified Party may reasonably require to keep all such materials confidential and to use it only for the purpose of investigating and defending such claim), and the Indemnified Party shall have the right, at the Indemnified Party’s expense, to participate in the defense assisted by counsel of the Indemnified Party’s own choosing; provided that if an Indemnified Party determines in good faith that there is a timely mannerreasonable probability that a Third Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, (A) the Indemnified Party may assume and control its own defense at the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and Indemnified Acquiror’s expense. The Indemnified Party shall have the right to compromise and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-settle a Third Party Claim isonly with the prior written consent of the Indemnifying Party (such approval not to be unreasonably withheld, in fact, a Third-Party Claim to which conditioned or delayed). Without the prior written consent of the Indemnified Party is entitled to be indemnified against under this Article 12Party, the Indemnifying Party shall pay all costs incident will not enter into any settlement of any Third Party Claim that (a) grants any injunctive or other equitable relief against the Indemnified Party, (b) does not include as an unconditional term the giving by each claimant or plaintiff in such Third Party Claim to the defense of Indemnified Party an unconditional release from all Liability with respect to such Third-Third Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction (c) may reasonably be expected to have a material adverse effect on the affected business of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party , or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iiid) If the Indemnifying Party undertakes the defense of any such Third-Party Claim includes a provision for Damages or otherwise acknowledges its obligation to indemnify any potential Damages in excess of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent value of the Indemnifying Partythen-remaining Escrow Shares, which consent shall not be unreasonably withheldif applicable.

Third Party Claims. (ia) Promptly If a Proceeding by a Person who is not a party hereto or an Affiliate thereof (a “Third Party Claim”) is made, commenced or threatened in writing against any Person entitled to indemnification pursuant to Section 8.2 (an “Indemnified Party”), and if such Person intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party shall promptly give a Notice of Claim to the party obligated to indemnify such Indemnified Party (such notified party, the “Responsible Party”); provided that the failure to give such Notice of Claim shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually prejudiced thereby. The Responsible Party shall have thirty (30) days after receipt by of such notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party of notice of, or otherwise acquiring knowledge and at the expense of the assertion ofResponsible Party, any third party claim in respect of which the settlement or defense thereof, and the Indemnified Party reasonably believes shall cooperate with the Responsible Party in connection therewith (it being acknowledged and agreed that upon such assumption of conduct and control, the Responsible Party, and not the Indemnified Party, shall have the exclusive right to settle and defend such Proceeding); provided that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party (the fees and expenses of such counsel shall be borne by such Indemnified Party). So long as the Responsible Party is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”)contesting any such claim in good faith, the Indemnified Party shall promptly give notice thereof in writing not pay or settle any such claim. If the Responsible Party elects to conduct the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount defense and nature settlement of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-a Third Party Claim, except to then the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Indemnified Party shall have the right to assume pay or settle such Third Party Claim; provided that in such event it shall waive any right to indemnity by the defense Responsible Party for all Losses related to such claim unless the Responsible Party shall have consented to such payment or settlement. If the Responsible Party does not notify the Indemnified Party within thirty (30) days after the receipt of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) ’s Notice of Claim hereunder that it elects to undertake the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12thereof, the Indemnified Party shall reimburse have the Indemnifying right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Responsible Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without , except with the consent of the Indemnifying Party, Indemnified Party (which consent shall not be unreasonably withheldwithheld or delayed), enter into any settlement that does not include as a term thereof the giving by the Person(s) asserting such claim to all Indemnified Parties of a release from all liability with respect to such claim or consent to entry of any judgment. The Indemnified Party shall in no event settle (or consent to the settlement of) any Third Party Claim without the prior written consent of the Responsible Party. Any non-compliance by the Indemnified Party with the terms and conditions of this Section 8.3 shall be deemed a waiver of such Indemnified Party’s right to indemnification hereunder and shall unconditionally absolve the Responsible Party of any obligation to provide any indemnification hereunder in respect of any Losses related to or arising out of or in connection with such Third Party Claim. (b) All of the parties hereto shall cooperate in the defense or prosecution of any Third Party Claim in respect of which indemnity may be sought hereunder and each of Parent and the Surviving Corporation (or a duly authorized representative of such party) shall (and shall cause the Company to) furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Third Party Claims. If any Party (ifor purposes of this Section 14.4, an "Indemnified Party") Promptly after receipt becomes aware of a fact, circumstance, claim, situation, demand or other matter for which it or any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any to a third party 56 - 49 - or a claim in respect of which otherwise advanced by a third party against the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying (any such item being herein called a "Third Party under this Article 12 (“Third-Party Claims”Claim"), the Indemnified Party, shall give prompt written notice of the Third Party shall promptly give notice thereof in writing Claim to the Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.4, the "Indemnifying Party"), requesting indemnification therefor, specifying in reasonable detail the information then available regarding nature of and specific basis for the Third Party Claim and the amount and nature of Losses with respect theretoor estimated amount thereof to the extent then feasible; provided, however, that the a failure to so notify give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has are actually and materially prejudiced the Indemnifying Party. (ii) by such failure. The Indemnifying Party shall have the right to assume the defense defence or investigation of any such Third-Third Party Claim and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (with or five days if litigation is pending), the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes the defence or investigation of the Third Party Claim, an Indemnified Party may retain counsel and other experts (whose fees and disbursements shall be at the expense of the Indemnifying Party’s choice) to file any motion, approved by answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defence or investigation and retains such counsel and other experts, which approval any Indemnified Party shall not have the right to retain its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be unreasonably withheldat the expense of the Indemnified Party unless (a) the Indemnifying Party and the Indemnified Party may, at its election mutually agree to the retention of such counsel and expense, participate in other experts or (but not controlb) the defense of named parties to any such Third-Party Claim. If proceeding (including any impleaded parties) include both the Indemnifying Party does not so assume the defense in a timely manner, (A) and the Indemnified Party may assume and control representation of both parties by the defense of such Third-Party Claimsame counsel would, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense opinion of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly counsel retained by the Indemnifying Party), be inappropriate due to actual or potential differ in interests between them. If requested by the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12Indemnifying Party, the Indemnified Party shall reimburse agrees to cooperate with the indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party for all costs incident defends, or, if appropriate and related to the defense of such Third-Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying or any cross-complaint against any person. No Third Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly Claim may be settled by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Party, the Indemnified Party shall promptly pay to the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. 57 - 50 - After the delivery of a notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified Party.

Third Party Claims. (i) Promptly after receipt Section 7.3.1 If a claim, action, suit or other proceeding by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any a third party claim in respect of which the Indemnified (a “Third Party reasonably believes it Claim”) is reasonably likely to be made against any Person entitled to indemnification from the Indemnifying or reimbursement pursuant to Section 7.2 (an “Indemnified Party”), and if such Indemnified Party intends to seek indemnity or reimbursement with respect thereto under this Article 12 (“Third-Party Claims”)VII, the such Indemnified Party shall promptly give provide written notice thereof in writing to the Indemnifying party obligated to indemnify such Indemnified Party (such notified party, the “Responsible Party, specifying in reasonable detail the information then available regarding the amount and nature ”) of Losses with respect theretosuch claims; provided, however, that the failure to so notify the Indemnifying Party will shall not relieve the Indemnifying Responsible Party from any liability hereunder with respect to such Third-Party Claimof its obligations hereunder, except to the extent, and only to extent that the extent, that such failure has Responsible Party is actually and materially prejudiced thereby. Such notice shall provide in reasonable detail, to the Indemnifying Partyextent known, the basis of such claim (with reference to the specific provision of this Agreement) under which indemnification or reimbursement is sought pursuant to Section 7.2 and enclose true, correct and complete copies of any written document furnished to the Indemnified Party by the Person that instituted the Third Party Claim. (ii) Section 7.3.2 The Indemnifying Responsible Party shall have the right to elect to control the defense or prosecution of any Third Party Claim in respect of which indemnity or reimbursement may be sought hereunder and shall furnish to the Indemnified Party such records, information and testimony, and shall permit such Indemnified Party the opportunity to attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested by such Indemnified Party in connection therewith. Section 7.3.2.1 The Responsible Party shall have twenty (20) days the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Responsible Party (it being understood and agreed by Seller that O▇▇▇▇▇, H▇▇▇▇▇▇▇▇▇ & S▇▇▇▇▇▇▇▇ LLP is deemed reasonably acceptable counsel), of the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, it being understood and agreed that the fees and expenses of such counsel shall be borne by such Indemnified Party; provided, however, such fees and expenses of the Indemnified Party's counsel shall be borne by the Responsible Party if in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between such Indemnified Party and such Responsible Party that would make separate representation advisable. Section 7.3.2.2 If the Responsible Party does not notify the Indemnified Party within twenty (20) days after the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity or reimbursement therefor pursuant to this Agreement. Section 7.3.2.3 If the Responsible Party elects not to assume the defense thereof, fails to timely and properly notify the Indemnified Party of its election as herein provided, or, at any time after assuming such defense, fails to diligently defend against such Third-Party Claim (with counsel in good faith, or if such Indemnified Party is otherwise entitled pursuant to this Agreement to have control over the defense of the Indemnifying Party’s choiceany Third-Party Claim, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the such Indemnified Party may, at its election and such Responsible Party’s expense, participate in pay, defend, settle, or compromise such asserted claim (but such Responsible Party shall nevertheless be required to pay in accordance with this Agreement any Losses incurred by such Indemnified Party in connection with such payment, defense, settlement, or compromise thereof which are indemnifiable in accordance with this Article VII). Section 7.3.2.4 Notwithstanding anything herein to the contrary, the Responsible Party shall not controlbe entitled to have sole control over (and if it so desires, the Indemnified Party shall have sole control over) the defense defense, settlement, adjustment, or compromise of (but such Responsible Party shall nevertheless be required to pay in accordance with this Agreement all Losses incurred by the Indemnified Party in connection with the defense, settlement, or compromise thereof) (i) any Third-Party Claim. If the Indemnifying Claim that primarily seeks an order, injunction or other equitable relief against any Indemnified Party does not so assume the defense in a timely manneror any of its Affiliates, (Aii) the Indemnified Party may assume and control the defense of such any Third-Party ClaimClaim that is reasonably expected to result in damages greater than 120% of the amount of the Indemnity Escrow Funds, in a reasonable manner, and (Biii) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim isis on behalf of a Material Customer, and (iv) any criminal proceeding, indictment or allegation. Section 7.3.2.5 No Responsible Party will, without the prior written consent of each such Indemnified Party, settle or compromise or consent to the entry of any judgment in fact, a Third-any Third Party Claim to in respect of which the indemnification may be sought hereunder (whether or not any such Indemnified Party is entitled a party to be indemnified against under this Article 12such action), unless such settlement, compromise or consent by its terms obligates such Responsible Party to pay the Indemnifying Party shall pay all costs incident to full amount of the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid Losses in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any connection with such Third-Party Claim or otherwise acknowledges its obligation to indemnify any and includes an unconditional release of the all such Indemnified Parties hereunder with respect thereto, the Indemnified from all liability arising out of such Third Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldClaim.

Third Party Claims. (ia) Promptly after receipt by the Indemnified Party of If an Indemnitee shall receive notice of, or otherwise acquiring knowledge learn of the assertion of, by a Person (including any third party Governmental Authority) who is not a Person in the Parent Group or the Lithium Group of any claim in or of the commencement by any such Person of any Action with respect of to which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the an Indemnifying Party under may be obligated to provide indemnification to such Indemnitee pursuant to ‎Section 8.02 or ‎Section 8.03, or any other Section of this Article 12 Agreement (collectively, a “Third-Party ClaimsClaim”), the Indemnified such Indemnitee shall give such Indemnifying Party shall promptly give written notice thereof as promptly as practicable (and in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature any event within forty-five (45) days) after becoming aware of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this ‎Section 8.04(a) shall not relieve the related Indemnifying Party of its obligations under this ‎Article VIII, except to the extent, and only to the extent, that such failure has actually and Indemnifying Party is materially prejudiced the Indemnifying Partyby such failure to give notice. (iib) The An Indemnifying Party may elect (but shall not be required) to defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel (which counsel shall be reasonably satisfactory to the Indemnitee), any Third-Party Claim; provided that the Indemnifying Party shall not be entitled to defend and shall pay the reasonable fees and expenses of one separate counsel for all Indemnitees if the claim for indemnification relates to or arises in connection with any criminal action, indictment or allegation. Within forty-five (45) days after the receipt of notice from an Indemnitee in accordance with ‎Section 8.04(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions to its defense. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to assume the defense of any such Third-Party Claim (with employ separate counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee; provided, however, in the event that (1) the Indemnifying Party has elected to assume the defense of such the Third-Party Claim. If Claim but has specified, and continues to assert, any reservations or exceptions in such notice or (2) the Third-Party Claim involves injunctive or equitable relief, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be borne by the Indemnifying Party. (c) If an Indemnifying Party does elects not so to assume the defense in responsibility for defending a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense or fails to notify an Indemnitee of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate as provided in good faith with respect to the defense or handling of ‎Section 8.04(b), such Indemnitee may defend such Third-Party ClaimsClaim at the cost and expense of the Indemnifying Party. If Any legal fees and expenses incurred by the Indemnitee in connection with defending such claim shall be paid by the Indemnifying Party at the actual rates charged by counsel. (d) Unless the Indemnifying Party has failed to assume the defense of the Third-Party Claim isin accordance with the terms of this Agreement, in fact, a no Indemnitee may settle or compromise any Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party. If an Indemnifying Party has failed to assume the defense of the Third-Party Claim within the time period specified in clause (b) above, which consent it shall not be unreasonably withhelda defense to any obligation to pay any amount in respect of such Third-Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or that such Third-Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability. (e) In the case of a Third-Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third-Party Claim without the consent of the Indemnitee if the effect thereof is (i) to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnitee or (ii) to ascribe any fault on any Indemnitee in connection with such defense. (f) Notwithstanding the foregoing, the Indemnifying Party shall not, without the prior written consent of the Indemnitee, settle or compromise any Third-Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnitee of a written release from all Liability in respect of such Third-Party Claim.

Third Party Claims. (i) Promptly after receipt In the event that any Action shall be instituted or that any claim or demand shall be asserted by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the Indemnified indemnification may be sought under Section 10.2 (a “Third Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party ClaimsClaim”), the Indemnified Party shall promptly give notice thereof in writing deliver a Claim Notice to the Indemnifying Party of the assertion of any Third Party Claim of which it has knowledge which is covered by this indemnity. The failure of the Indemnified Party to reasonably deliver a Claim Notice in respect of any Third Party Claim shall not release, waive or otherwise affect the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses ’s obligations with respect thereto; provided, however, thereto except to the extent that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and shall have been materially prejudiced the Indemnifying Partyby such failure. (ii) The Indemnifying Party shall have the right to assume conduct (at the Indemnifying Party’s expense) the defense of a Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, upon delivery of notice to such Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice; provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim. The Indemnified Party shall be entitled to be indemnified for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third-Third Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claimaccordance herewith. If the Indemnifying Party does not so assume delivers a Defense Notice and thereby elects to conduct the defense in a timely mannerof the Third Party Claim, (Ai) such Indemnified Party will reasonably cooperate with and make available to the Indemnifying Party such assistance as the Indemnifying Party may reasonably request in the defense of such Third Party Claim, all at the sole expense of the Indemnifying Party, (ii) the Indemnified Party may assume and control shall have the right at its sole expense to participate in the defense (including any discussions or negotiations in connection with the settlement, adjustment or compromise) of such Third-Third Party ClaimClaim assisted by counsel of its own choosing, in a reasonable manner, and (Biii) the Indemnifying Party may participate shall deliver to the Indemnified Party, reasonably in (but not control) advance so as to provide the defense of such action, at its election and expense. The Indemnified Party a reasonable opportunity to review and its Affiliates shall cooperate in good faith comment, copies of all pleadings, notices, offers of settlement and non-privileged communications with respect to the defense or handling of such Third-Party Claims. If the Third-Third Party Claim is, in fact, a Third-and (iv) the Indemnifying Party Claim to which shall keep the Indemnified Party is entitled reasonably apprised of developments with respect to be indemnified against under this Article 12such Third Party Claim and the defense thereof. (iii) Notwithstanding the foregoing, the Indemnifying Party shall pay all costs incident not be entitled to control the defense of any Third Party Claim if: (A) such Third-claim for indemnification is with respect to an Action by a Governmental Authority with respect to Taxes of Seller or Seller Parent, (B) the applicable Indemnified Party has been advised by counsel that a material conflict of interest exists between the Indemnifying Party and such Indemnified Party with respect to such Third Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by C) the Indemnifying Party). If Party has failed to deliver the Third-Defense Notice or is failing to adequately prosecute or defend such Third Party Claim, or (D) such Third Party Claim isseeks (1) an injunction or other equitable relief against such Indemnified Party, (2) involves criminal or quasi criminal allegations, or (3) involves a claim in factan amount which, not a Third-Party Claim together with previous and pending claim amounts, would exceed the Maximum Cap. In the event that (x) outside counsel to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse in good faith determine that there are one or more legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent that are not thereafter asserted by the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by on the Indemnified Party). Any payments required ’s behalf or (y) there exists a conflict of any interest between the Indemnifying Party or and the Indemnified Party hereunder that cannot be waived, the Indemnifying Party shall be made promptly following receipt liable for the reasonable fees and expenses of written demand therefor, accompanied by documentation reasonably substantiating one law firm to the costs and amounts therein claimed. (iii) Indemnified Party. If the Indemnifying Party undertakes elects not to compromise or defend such Third Party Claim, fails to timely deliver a Defense Notice as provided in this Agreement, or is not entitled to assume the defense under the terms of this Agreement, then the Indemnified Party may pay, settle, compromise and defend such Third Party Claim and seek indemnification for any and all Losses to the extent indemnifiable pursuant to this Article X. If an Indemnified Party settles a Third Party Claim without the prior written consent of the applicable Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed), then such settlement shall not be determinative of the amount or existence of Losses for which the Indemnifying Party is liable hereunder; provided that, in no event shall the Indemnifying Party be liable for any amount in excess of the Losses awarded or agreed upon with respect to such settlement. If the Indemnifying Party assumes the defense of an Action, no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (1) there is no finding or admission of any violation of any Law or order of any Governmental Authority or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (3) the Indemnified Party will have no liability or obligation with respect to any compromise or settlement of such Third-Party Claim claims effected without its consent, and such compromise or otherwise acknowledges its obligation to indemnify any settlement provides for a complete, unconditional release in customary form from all obligations and liabilities of the Indemnified Parties hereunder Party with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldclaim.

Third Party Claims. (i) Promptly after receipt by the An Indemnified Party of shall give written notice of, or otherwise acquiring to the Indemnifying Party promptly after it has actual knowledge of the commencement or assertion of, of any third party claim Third Party Claim in respect of which the Indemnified Party reasonably believes may seek indemnification under Section 7.1. Such notice shall state the nature and basis of such Third Party Claim and the events and the amounts thereof to the extent known. Any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that the Indemnifying Party may have to the Indemnified Party under this Article 7, except to the extent the failure to give such notice materially and adversely prejudices the Indemnifying Party. In case any such action, proceeding or claim is brought against an Indemnified Party, so long as it has acknowledged in writing to the Indemnified Party that it is reasonably likely liable for such Third Party Claim pursuant to this Section 7.3, the Indemnifying Party shall be entitled to indemnification participate in and, unless in the reasonable judgment of the Indemnified Party a conflict of interests between it and the Indemnifying Party may exist in respect of such Third Party Claim or such Third Party Claim is a Third Party Penalty Claim, to assume the defense thereof, with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party under this Article 12 to the Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation or defending such portion of such Third Party Penalty Claim; provided nothing contained herein shall permit DSGH to control or participate in any Tax contest or dispute involving Southern or any Affiliate of Southern, or permit Southern to control or participate in any Tax contest or dispute involving any Affiliate of DSGH other than the Company; and, provided, further, the Parties agree that the handling of any Tax contests involving the Company will be governed by Section 7.7 of the LLC Agreement. In the event that (“Third-i) the Indemnifying Party Claims”)advises an Indemnified Party that the Indemnifying Party will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such Indemnified Party of its election, to defend, settle or compromise, at its sole cost and expense, any such Third Party Claim (or discontinues its defense at any time after it commences such defense) or (iii) in the reasonable judgment of the Indemnified Party, a conflict of interests between it and the Indemnifying Party exists in respect of such Third Party Claim or the action or claim is a Third Party Penalty Claim, then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim in each case, at the sole cost and expense of the Indemnifying Party. In any event, unless and until the Indemnifying Party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnifying Party shall be liable for the Indemnified Party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding. The Indemnified Party shall cooperate to the extent commercially reasonable with the Indemnifying Party in connection with any negotiation or defense of any such action or claim by the Indemnifying Party. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense unless otherwise specified herein; provided that any such participation of the Indemnified Party shall be at the Indemnifying Party’s sole cost and expense to the extent such participation relates to a Third Party Penalty Claim. If the Indemnifying Party does not assume such defense, the Indemnified Party shall promptly give notice thereof in writing keep the Indemnifying Party apprised at all times as to the Indemnifying Party, specifying in reasonable detail status of the information then available regarding the amount and nature of Losses with respect theretodefense; provided, however, that the failure to so notify keep the Indemnifying Party will so informed shall not relieve affect the obligations of the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) hereunder. The Indemnifying Party shall have the right to assume the defense not be liable for any settlement of any such Third-Party Claim (with counsel of action, claim or proceeding effected without its written consent; provided, however, that the Indemnifying Party shall not unreasonably withhold, delay or condition any such consent. Notwithstanding anything in this Section 7.3 to the contrary, the Indemnifying Party shall not, without the Indemnified Party’s choiceprior written consent, approved (x) settle or compromise any claim or consent to entry of judgment in respect thereof which involves any condition other than payment of money by the Indemnified Party, which approval shall not be unreasonably withheld(y) and settle or compromise any claim or consent to entry of judgment in respect thereof without first demonstrating to the Indemnified Party maythe ability to pay such claim or judgment, at its election and expense, participate or (z) settle or compromise any claim or consent to entry of judgment in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party respect thereof that does not so assume the defense in a timely mannerinclude, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12as an unconditional term thereof, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly giving by the Indemnifying Party). If claimant or the Third-Party Claim is, in fact, not a Third-Party Claim plaintiff to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required , a full and complete release from all liability in respect of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimedsuch claim. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt If any claim, action at law or suit in equity is instituted by the a third party against an Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in with respect of to which the an Indemnified Party reasonably believes it is reasonably likely intends to be entitled claim indemnification for any Losses under Sections 9(a) or (b), as applicable, such Indemnified Party shall give written notice to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”)of such claim, the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in action or suit with reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the promptness. The failure to so notify give the Indemnifying Party will notice required by this Section 9(d) with reasonable promptness shall not relieve the Indemnifying Party from any liability of its indemnification obligations hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, extent that such failure has actually and materially prejudiced the Indemnifying PartyParty is actually prejudiced as a result of the failure to give such notice. (ii) The Indemnifying Party shall have the right to assume conduct and control, through counsel of its choosing, (which counsel must be reasonably satisfactory to the Indemnified Party) so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the third party claim that the Indemnifying Party will indemnify the Indemnified Party from and against any adverse consequences the Indemnified Party may suffer resulting from, arising out of or relating to such third party claim and (ii) the Indemnifying Party conducts the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) third party claim reasonably actively and the diligently. The Indemnified Party maymay participate in, at its election and expense, participate in (but not control) , the defense of such Third-claim with counsel of its choosing; provided, however, that the fees and expenses of the Indemnified Party's counsel shall be at the expense of the Indemnified Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, unless (A) the Indemnified Indemnifying Party may assume has agreed in writing to pay such fees and control the defense of such Third-Party Claimexpenses, in a reasonable manner, and or (B) the Indemnifying Party may participate in (but not control) has failed to assume the defense of such action, at its election and expense. The Indemnified Party and its Affiliates employ counsel as provided herein or (C) a claim shall cooperate in good faith with respect to the defense have been brought or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified asserted against under this Article 12, the Indemnifying Party as well as the Indemnified Party, and such Indemnified Party shall pay all costs incident have been advised in writing by counsel that there may be one or more material factual or legal defenses available to it that are in conflict with those available to the defense Indemnifying Party and that, in such counsel's opinion, the use of separate counsel is advisable, in which case such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction counsel shall be at the expense of judgments (the Indemnifying Party; provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party)Party will not be required to pay the fees and expenses of more than one separate principal counsel (and any appropriate local counsel) for all Indemnified Parties. If If, within the Third15-day period referred to above, the Indemnifying Party Claim is, does not assume the defense of such matter or fails to defend the matter in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12manner set forth above, the Indemnified Party shall reimburse may defend against the matter in any manner that it reasonably may deem appropriate and the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by will reimburse the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating and periodically for the costs of defending against such claim (including reasonably attorneys' fees and amounts therein claimedexpenses). (iii) If The Indemnified Party and the Indemnifying Party undertakes shall cooperate with each other in regard to all matters relating to the third-party claim, including, without limitation, corrective actions required by applicable Law, assertion of defenses, the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related thereto, access to the books and records of the Company and its Subsidiaries, and, if necessary, providing the party controlling the defense of the third party claim and its counsel with any such Third-Party Claim powers of attorney or otherwise acknowledges its obligation other documents required to indemnify any permit the party controlling the defense of the Indemnified Parties hereunder with respect thereto, third party claim and its counsel to act on behalf of the other party. The Indemnifying Party agrees to reimburse the Indemnified Party and for any costs or expenses incurred in providing its Affiliates are not entitled cooperation pursuant to this clause (and iii). (iv) Neither the Indemnified Party nor the Indemnifying Party shall not) settle or release any such Third-Party Claims third party claim without the consent of the Indemnifying Partyother party, which consent shall not be unreasonably withheld; provided, however, that if such settlement involves the payment of money only and the release of all claims and the Indemnified Party is completely indemnified therefor and nonetheless refuses to consent to such settlement, the Indemnifying Party shall cease to be obligated for such third party claim. Any compromise or settlement of the claim under this Section 9(d) shall include as an unconditional term thereof the giving by the claimant in question to the Indemnifying Party and the Indemnified Party of a release of all liabilities in respect of such claims.

Third Party Claims. (i) Promptly after receipt by In the case of a Third Party Claim, the Indemnifying Party shall have the right, at its expense, to participate in or assume control of the negotiation, settlement or defense of the Claim. If the Indemnifying Party elects to assume such control, the Indemnifying Party shall reimburse the Indemnified Party of notice of, or otherwise acquiring knowledge for all of the assertion Indemnified Party's out-of, any third party claim in respect -pocket expenses incurred as a result of which the such participation or assumption. The Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume participate in the negotiation, settlement or defense of any such Third-Third Party Claim (with and to retain counsel to act on its behalf, provided that the fees and disbursements of the Indemnifying Party’s choice, approved such counsel shall be paid by the Indemnified Party, which approval shall not be unreasonably withheld) Party unless the Indemnifying Party consents to the retention of such counsel at its expense or unless the representation of both the Indemnifying Party and the Indemnified Party may, at its election and expense, participate in by the same counsel would be inappropriate due to the actual or potential differing interests between them (but not control) such as the defense availability of such Third-different defenses). The Indemnified Party Claim. If shall cooperate with the Indemnifying Party does not so assume as to permit the Indemnifying Party to conduct such negotiation, settlement and defense and for this purpose shall preserve all relevant documents in a timely manner, (A) relation to the Indemnified Party may assume and control the defense of such Third-Third Party Claim, in a allow the Indemnifying Party access on reasonable manner, notice to inspect and (B) take copies of all such documents and require its personnel to provide such statements as the Indemnifying Party may participate reasonably require and to attend and give evidence at any trial or hearing in (but not control) respect of the Third Party Claim. If, having elected to assume control of the negotiation, settlement or defense of such action, at its election and expense. The Indemnified the Third Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12Claim, the Indemnifying Party shall pay all costs incident thereafter fails to the defense of conduct such Third-Party Claim, including attorneys’ fees, litigation and appeal expensesnegotiation, settlement payments and amounts paid in satisfaction of judgments (providedor defense with reasonable diligence, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, then the Indemnified Party shall reimburse be entitled to assume such control and the Indemnifying Party for all costs incident to shall be bound by the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly results obtained by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified to such Third Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldClaim.

Third Party Claims. If any demand, claim, action or cause of action, suit, proceeding or investigation (icollectively, the "Claim") Promptly after receipt by the is brought against an Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of for which the Indemnified Party reasonably believes it is reasonably likely intends to be entitled to indemnification seek indemnity from the other party hereto (the "Indemnifying Party under this Article 12 (“Third-Party Claims”Party"), then the Indemnified Party within twenty-one (21) days after such Indemnified Party's receipt of the Claim, shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will pursuant to Paragraph "C" of Article "19" of this Agreement which notice shall contain a reasonably thorough description of the nature and amount of the Claim (the "Claim Notice"). The Indemnifying Party shall have the option to undertake, conduct and control the defense of such claim or demand. Such option to undertake, conduct and control the defense of such claim or demand shall be exercised by notifying the Indemnified Party within ten (10) days after receipt of the Claim Notice pursuant to Paragraph "C" of Article "19" of this Agreement (such notice to control the defense is hereinafter referred to as the "Defense Notice"). The failure of the EXHIBIT 2 to SCHEDULE 13D Indemnified Party to notify the Indemnifying Party of the Claim shall not relieve the Indemnifying Party from any liability hereunder with respect which the Indemnifying Party may have pursuant to such Third-Party Claim, this Article "19" of this Agreement except to the extent, and only to the extent, extent that such failure has actually and materially prejudiced to notify the Indemnifying Party prejudices the Indemnifying Party. . The Indemnified Party shall use all reasonable efforts to assist the Indemnifying Party in the vigorous defense of the Claim. All costs and expenses incurred by the Indemnified Party in defending the Claim shall be paid by the Indemnifying Party. If, however, the Indemnified Party desires to participate in any such defense or settlement, it may do so at its sole cost and expense (ii) The it being understood that the Indemnifying Party shall have be entitled to control the right to assume the defense of any such Third-defense). The Indemnified Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and settle the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume elect to control the defense in a timely mannerof the Claim, within the aforesaid ten (A10) day period by proper notice pursuant to Paragraph "C" of Article "19" of this Agreement, then the Indemnified Party may assume shall be entitled to undertake, conduct and control the defense of such Third-Party Claim, in the Claim (a reasonable manner, and (B) failure by the Indemnifying Party may participate in to send the Defense Notice to the Indemnified Party within the aforesaid ten (but 10) day period by proper notice pursuant to Paragraph "C" of Article "19" of this Agreement shall be deemed to be an election by the Indemnifying Party not control) to control the defense of the Claim); provided, however, that the Indemnifying Party shall be entitled, if it so desires, to participate therein (it being understood that in such actioncircumstances, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is shall be entitled to control the defense). Regardless of which party has undertaken to defend any claim, the Indemnifying Party may, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand; provided however, that if any settlement would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party, the consent of the Indemnified Party shall be indemnified against under a condition to any such settlement. Notwithstanding the foregoing provisions of this Article 12"19" of this Agreement, as a condition to the Indemnifying Party either having the right to defend the Claim, or having control over settlement as indicated in this Article "19" of this Agreement, the Indemnifying Party shall pay all costs incident execute an agreement, in the form annexed hereto and made a part hereof as Exhibit "Q", acknowledging its liability for indemnification pursuant to this Article EXHIBIT 2 to SCHEDULE 13D "19" of this Agreement. Whether the Indemnifying Party shall control and assume the defense of such Third-Party the Claim or only participate in the defense or settlement of the Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse give the Indemnifying Party for all costs incident to the defense of such Third-Party Claimand its counsel access, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgmentsduring normal business hours, to the extent the Indemnifying Party paid or advanced the same (providedall relevant business records and other documents, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldpermit them to consult with its employees and counsel.

Third Party Claims. (ia) Promptly In the event of the commencement by any Person other than a party hereto of any Proceeding with respect to which any Indemnifying Party may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnified Party pursuant to this Article VII (a "Third Party Claim"), such Indemnified Party shall notify the Indemnifying Party in writing of the Third Party Claim within ten (10) business days after receipt by the such Indemnified Party of written notice of, or otherwise acquiring knowledge of the assertion ofThird Party Claim; provided, however that any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely failure to be entitled to indemnification from notify the Indemnifying Party under this Article 12 of the commencement of such Proceeding shall not limit or otherwise affect any liability that any Indemnifying Party may have to any Indemnified Party (“Third-except to the extent that the defense of such Proceeding has been materially prejudiced by the Indemnified Party's failure to notify the Indemnifying Party Claims”of the commencement of such Proceeding). Thereafter, the Indemnified Party shall promptly give notice thereof in writing deliver to the Indemnifying Party, specifying within ten (10) business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim; provided, however that any failure to deliver such notices and documents shall not limit or otherwise affect any liability that any Indemnifying Party may have to any Indemnified Party (except to the extent that the defense of such Proceeding has been materially prejudiced by the Indemnified Party's failure to deliver such notices and documents). (b) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party will be entitled to participate in the defense thereof and, may choose to assume and control the defense thereof at the sole expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party by delivering to the Indemnified Party a written notice setting forth the election of the Indemnifying Party to assume the defense of such Proceeding within one hundred and eighty (180) days after the Indemnifying Party's receipt of the notice described in Section 7.5(a) (it being understood that (i) the Indemnified Party may take all steps that it deems reasonably necessary to proceed with the defense of the Third Party Claim prior to the time the Indemnified Party receives notice of the election of the Indemnifying Party to assume the defense of such Third Party Claim, and (ii) the Indemnifying Party shall be required to reimburse the Indemnified Party for any reasonable detail fees paid to counsel representing any of the information then available regarding Indemnified Parties with respect to such Third Party Claim for legal services rendered prior to the amount time the Indemnified Party receives such notice). If an Indemnifying Party assumes the defense of a Proceeding in accordance with this Section 7.5(b), then: (i) it will be deemed conclusively established for purposes of this Agreement that all claims made in such Proceeding are within the scope of and nature are subject to the indemnification provisions set forth in Section 7.1 or 7.2, as the case may be, and the Indemnifying Party shall not be permitted to contest the applicability of Losses Section 7.1 or 7.2, as the case may be, to such Proceeding or to contest the Indemnifying Party's obligation to provide indemnification with respect thereto; (ii) the Indemnifying Party shall keep the Indemnified Party informed of all material developments relating to such Proceeding; (iii) the Indemnified Party shall have the right to participate in, but not control, the defense thereof and to employ counsel separate from the counsel employed by the Indemnifying Party; provided, however, that the failure costs of such employment shall be at the Indemnified Party's own expense (except to so notify the extent that such costs were incurred prior to the time the Indemnified Party receives notice from the Indemnifying Party will not relieve of its election to assume the defense of such Proceeding as provided above), unless the Indemnifying Party from has failed to diligently pursue the defense and employ counsel in accordance with this Section 7.5(b) and the Indemnified Party has given the Indemnifying Party written notice and a reasonable opportunity to cure (in which case the Indemnified Party shall control the defense); and (iv) the Indemnifying Party shall not be entitled to settle, compromise or discharge such Proceeding or any liability hereunder with respect of the claims made in connection therewith without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned) unless (A) such settlement, compromise or discharge involves no finding or admission of any breach by any Indemnified Party of any obligation to any other Person or any violation by any Indemnified Party of any Law, (B) such Third-Party Claimsettlement, except to the extentcompromise or discharge has no material effect on any other claim that may be made against any Indemnified Party, and only to (C) the extentsole relief provided in connection with such settlement, compromise or discharge is monetary damages that such failure has actually and materially prejudiced are paid in full by the Indemnifying Party. . If the Indemnifying Party does not elect (iiwithin the 180-day time period specified above) The to assume the defense of a Proceeding in accordance with this Section 7.5(b), then (A) the Indemnified Party shall have the exclusive right, at its election, to control the defense of such Proceeding (at the Indemnifying Party's sole expense, subject to reasonable legal fees, and with counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party), provided that the Indemnified Party shall keep the Indemnifying Party informed of all material developments relating to such Proceeding, (B) the Indemnifying Party shall have the right to assume participate in, but not control, the defense of any such Third-Party Claim (with thereof and to employ counsel of separate from the Indemnifying Party’s choice, approved counsel employed by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (BC) the Indemnifying Party may participate will be bound by any judgment entered or any determination made in (but not control) the defense of such actionProceeding and by any settlement, at its election and expense. The compromise or discharge effected by any Indemnified Party and its Affiliates shall cooperate in good faith with respect to such Proceeding, provided that the defense or handling written consent of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Indemnifying Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder received with respect theretoto such settlement, the Indemnified Party and its Affiliates are not entitled to compromise or discharge effected (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned). (c) Notwithstanding anything to the contrary contained in this Section 7.5, and notwithstanding any election made by an Indemnifying Party to assume the defense of any Proceeding in accordance with Section 7.5(b), an Indemnified Party may (by notifying the Indemnifying Party) elect to assume, and shall have the exclusive right to control the defense of, any Proceeding of the type referred to in Section 7.5(b) (at the Indemnifying Party' sole expense, subject to reasonable legal fees, and with reputable counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party) if: (i) any Indemnifying Party or any affiliate of any Indemnifying Party is also a party to such Proceeding, and counsel to the Indemnified Party determines in good faith that joint representation would give rise to a conflict of interest under the Code of Professional Responsibility in such Proceeding; (ii) the Indemnified Parties are reasonably likely to suffer Losses in excess of the Cap; or (iii) such Proceeding relates directly or indirectly to any Third Party Claim with respect to Taxes. provided, however, that (A) the Indemnified Party shall keep the Indemnifying Party informed of all material developments relating to such Proceeding, (B) the Indemnifying Party shall have the right to participate in, but not control, the defense thereof and to employ counsel separate from the counsel employed by the Indemnified Party at the Indemnifying Party's own expense, and (C) an Indemnifying Party will not be bound by any settlement, compromise or discharge of such Proceeding or of any of the claims made in connection therewith that is effected without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). (d) Whether or not the Indemnifying Party chooses to defend or prosecute any Third Party Claim, both parties hereto shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's written request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and using commercially reasonable efforts to make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.