Common use of Third Party Claims Clause in Contracts

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. 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 Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 8.03(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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

Third Party Claims. If In the event that any of the Indemnified Parties is made or threatened to be made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party, the liabilities for which, or the costs or expenses of which, are or would be a Loss and Expense for which the Indemnified Party receives notice of the assertion is entitled to indemnification hereunder (any such third party action or commencement of any Action made or brought by any Person who is not a party proceeding being referred to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (herein as a “Third-Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement), the Indemnified Notifying Party shall give the Indemnifying Party reasonably prompt written notice thereofin writing, but in any event not later than thirty within ten (3010) calendar days after receipt learning of such notice of such Third-Third Party Claim. The failure to timely give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, not affect any Indemnified Party’s ability to seek reimbursement except and only to the extent that such failure adversely affects the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party’s ability to defend successfully a Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate or such notice is given after the estimated amount, if reasonably practicable, expiration of the Loss that has been or may be sustained by the Indemnified Partyapplicable survival period set forth in Section 6.01. The Indemnifying Party shall have the right be entitled to participate incontest and defend such Third Party Claim; provided, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes diligently contests and defends such Third Party Claim. Notice of the intention to contest and defend shall be given by the Indemnifying Party to the Notifying Party within ten (10) Business Days after the Notifying Party’s notice of such Third Party Claim (but in all events as soon as possible prior to the date an answer or other defense to such Third Party Claim is due to be filed). Such contest and defense shall be conducted by competent counsel employed by the Indemnifying Party and reasonably acceptable to the Notifying Party. The Notifying Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute a Loss and Expense) to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Notifying Party elects to participate in such defense, the Notifying Party shall cooperate with the Indemnifying Party in the conduct of such defense. Neither the Notifying Party nor the Indemnifying Party may concede, settle or compromise any Third-Third Party Claim without the consent of the other Party, which consent shall not be unreasonably withheld or delayed. Subject to the preceding sentence, in the event the Indemnifying Party fails to contest and defend a Third Party Claim, subject the Notifying Party shall be entitled to Section 8.03(b), it shall have the right to take contest and defend such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Third Party Claim in the name such manner and on behalf such terms as the Notifying Party may deem appropriate, and the Indemnifying Party shall be liable for the Loss and Expense of the Indemnified Party. The Indemnified Notifying Party shall have in accordance with the right to participate in the defense provisions of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Partythis Article VI.

Third Party Claims. If In the event that any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not Claim for which a party (the "Indemnitee") would be entitled to indemnification under this Agreement is asserted against or sought to be collected from the Indemnitee by a third party the Indemnitee shall promptly notify the other party (the "Indemnitor") of such Claim, specifying the nature thereof, the applicable provision in this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to other instrument under which the Indemnifying Party is obligated to provide indemnification under this AgreementClaim arises, and the Indemnified Party amount or the estimated amount thereof (the "Claim Notice"). The Indemnitor shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than have thirty (30) calendar days after receipt (or, if shorter, a period to a date not less than ten (10) days prior to when a responsive pleading or other document is required to be filed but in no event less than ten (10) days from delivery or mailing of the Claim Notice) (the "Notice Period") to notify the Indemnitee (a) whether or not it disputes the Claim and (b) if liability hereunder is not disputed, whether or not it desires to defend the Indemnitee. If the Indemnitor elects to defend by appropriate proceedings, such proceedings shall be promptly settled or prosecuted to a final conclusion in such a manner as to avoid any risk of damage to the Indemnitee; and all costs and expenses of such notice proceedings and the amount of such Third-Party Claim. The failure to give such prompt written notice any judgment shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice be paid by the Indemnified Party shall describe Indemnitor. If the Third-Party Claim in reasonable detailIndemnitee desires to participate in, shall include copies of all material written evidence thereof but not control, any such defense or settlement, it may do so at its sole cost and expense. If the Indemnitor has disputed the Claim, as provided above, and shall indicate not defend such Claim, the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party Indemnitee shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume control the defense or settlement of any Third-Party Claim at the Indemnifying Party’s expense such Claim, in its sole discretion, and shall be reimbursed by the Indemnifying Party’s own counsel, Indemnitor for its reasonable costs and the Indemnified Party shall cooperate in good faith in expenses of such defense. In the event that the Indemnifying Party assumes the defense Neither Indemnitee nor Indemnitor shall be liable for any settlement of any Third-Party Claim, subject to Section 8.03(b), it shall have Claim without 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 prior written consent 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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Partyother party.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. 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 Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 8.03(b7.5(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 right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, provided that the fees Indemnified Party may, subject to Section 7.5(b), pay, compromise, defend such Third-Party Claim and disbursements seek indemnification for any and all Losses based upon, 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 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 counsel shall be at the expense of the Indemnified PartyThird-Party Claim.

Third Party Claims. If Promptly after the receipt by any Indemnified Party receives party of ------------------ notice of the assertion any claim, action, suit or commencement of any Action made or brought proceeding by any Person who is not a party to this Agreement or (collectively, an Affiliate of a party "Action"), which Action is subject to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, such party (the "Indemnified Party") will give reasonable written notice to the party from whom indemnification is claimed (the "Indemnifying Party"). The Indemnified Party shall give will be entitled, at the sole expense and liability of the Indemnifying Party reasonably prompt written notice thereofParty, but in to exercise full control of the defense, compromise or settlement of any event not later than thirty (30) calendar days such Action unless the Indemnifying Party, within a reasonable time after receipt the giving of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party, (a) admits in writing to the Indemnified Party shall describe the Third-Indemnifying Party's liability to the Indemnified Party Claim for such Action under the terms of this SECTION 11, (b) notifies the Indemnified Party in reasonable detailwriting of the Indemnifying Party's intention to assume such defense, shall include copies (c) provides evidence reasonably satisfactory to the Indemnified Party of all material written evidence thereof and shall indicate the estimated Indemnifying Party's ability to pay the amount, if reasonably practicableany, of for which the Loss that has been or Indemnified Party may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice liable as a result of such Action and (d) retains legal counsel reasonably satisfactory to the Indemnified Party, Party to assume conduct the defense of such Action. The other party will cooperate with the party assuming the defense, compromise or settlement of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate such Action in good faith accordance with this Agreement in any manner that such defenseparty reasonably may request. In the event that If the Indemnifying Party so assumes the defense of any Third-such Action, the Indemnified Party Claim, subject to Section 8.03(b), it shall will 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 employ separate counsel and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in (but not control) the defense defense, compromise or settlement of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereofAction, provided that but the fees and disbursements expenses of such counsel shall will be at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party or (iii) the Indemnified Party will have been advised by its counsel that there may be one or more defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such case that portion of the fees and expenses of such separate counsel that are reasonably related to matters covered by the indemnity provided in this SECTION 11 will be paid by the Indemnifying Party. No Indemnified Party will settle or compromise any such Action for which it is entitled to indemnification under this Agreement without the prior written consent of the Indemnifying Party, unless the Indemnifying Party has failed, after reasonable notice, to undertake control of such Action in the manner provided in this SECTION 11.4. No Indemnifying Party will settle or compromise any such Action (A) in which any relief other than the payment of money damages is sought against any Indemnified Party or (B) in the case of any Action relating to the Indemnified Party's liability for any Tax, if the effect of such settlement would be an increase in the liability of the Indemnified Party for the payment of any Tax for any period beginning after the Closing Date, unless the Indemnified Party consents in writing to such compromise or settlement.

Third Party Claims. If any The Indemnifying Party (through the Equity Holders’ Representative in the event the Indemnified Party receives notice of is a Company Indemnified Party) shall be entitled, at its own expense, to assume and control the assertion or commencement defense of any Action made or brought Claims based on claims asserted by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing third parties (a “Third-Third Party ClaimClaims”) against such Indemnified Party with respect to which ), through counsel chosen by the Indemnifying Party is obligated (or in the case of the Company Indemnified Parties, by the Equity Holders’ Representative), if it gives written notice of its intention to provide indemnification under this Agreement, do so to the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than Parties within thirty (30) calendar days after of the receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall notthe applicable Claim Notice; provided, however, relieve that the Indemnifying Indemnified Parties may at all times participate in such defense at their expense provided, further, that if any such Third Party Claim relates to Taxes of its indemnification obligationsthe Contributor, except and only any Contributor Subsidiary or any JV Entity or seeks non-monetary damages or asserts damages in excess of the Indemnity Holdback Amount against a Company Indemnified Party, then, notwithstanding anything in this Agreement to the extent that contrary, the Indemnifying Party forfeits rights Company (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, a Subsidiary of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party Company) shall have the right to participate incontrol any such Third Party Claim. Without limiting the foregoing, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes exercises the right to undertake any such defense of any Third-against a Third Party Claim, subject to Section 8.03(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 cooperate with the right Indemnifying Party in such defense and make available to participate in the defense of any Third-Indemnifying Party Claim with counsel selected (unless prohibited by it subject to Law), at the Indemnifying Party’s right expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. No compromise or settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Indemnifying Party (or in the case of the Company Indemnified Parties, the Equity Holders’ Representative), on the other hand, without the other’s consent (which shall not be unreasonably withheld or delayed) unless (a) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party and (b) each Indemnified Party that is party to control the defense thereof, such claim is released from all liability with respect to such claim; provided that the fees and disbursements Equity Holders’ Representative shall be deemed to have consented to any proposed compromise or settlement to which it has not objected to by written notice within 30 days after notice of such counsel shall be at the expense of the proposed compromise or settlement was provided by a Company Indemnified Party.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the An Indemnified Party shall give written notice to the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar within 10 days after receipt it has actual knowledge of commencement or assertion of any Third Party Claim in respect of which the Indemnified Party may seek indemnification under Section 9.12. Such notice shall state the nature and basis of such notice of such Third-Third Party ClaimClaim and the events and the amounts thereof to the extent known. The 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 IX, except to the extent the failure to give such prompt written notice shall notmaterially and adversely prejudices the Indemnifying Party. In case any such action, howeverproceeding or claim is brought against an Indemnified Party, relieve so long as it has acknowledged in writing to the Indemnified Party that it is liable for such Third Party Claim pursuant to this Section 9.15, the Indemnifying Party shall be entitled to 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 to the Indemnified Party of its indemnification obligationselection so to assume the defense thereof, except and only the Indemnifying Party shall not be liable to the extent 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 Clean Technologies to control or participate in any Tax contest or dispute involving a Class B Member or any Affiliate of a Class B Member, or permit a Class B Member 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. In the event that (i) the Indemnifying Party advises an Indemnified Party that the Indemnifying Party forfeits rights 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 defenses by reason 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 failure. Such notice by Third Party Claim or the action or claim is a Third Party Penalty Claim, then the Indemnified Party shall describe the Third-may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim in reasonable detaileach case, shall include copies of all material written evidence thereof at the sole cost and shall indicate the estimated amount, if reasonably practicable, expense of the Loss that has been 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 may action, the Indemnifying Party shall be sustained 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 Indemnified Indemnifying Party. The Indemnifying Party shall have keep the right 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 inin 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 keep the Indemnifying Party apprised at all times as to the status of the defense; provided, however, that the failure to keep the Indemnifying Party so informed shall not affect the obligations of the Indemnifying Party hereunder. The Indemnifying Party shall not be liable for any settlement of any 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 9.15 to the contrary, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, (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, (ii) settle or compromise any claim or consent to entry of judgment in respect thereof without first demonstrating to Indemnified Party the ability to pay such claim or judgment, or (iii) settle or compromise any claim or consent to entry of judgment in respect thereof that does not include, as an unconditional term thereof, the giving by giving written notice the claimant or the plaintiff to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense a full and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate complete release from all liability in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(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, provided that the fees and disbursements respect of such counsel shall be at the expense of the Indemnified Partyclaim.

Third Party Claims. If any The Indemnifying Party (through the Stockholder’s Representative in the event the Indemnified Party receives notice of is a Company Indemnified Party) shall be entitled, at its own expense, to assume and control the assertion or commencement defense of any Action made or brought Claims based on claims asserted by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing third parties (a “Third-Third Party ClaimClaims”) against such Indemnified Party with respect to which ), through counsel chosen by the Indemnifying Party is obligated (or in the case of the Company Indemnified Parties, to provide indemnification under this Agreementthe Stockholder’s Representative), if it gives written notice of its intention to do so to the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than Parties within thirty (30) calendar days after of the receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall notthe applicable Claim Notice; provided, however, relieve that the Indemnifying Indemnified Parties may at all times participate in such defense at their expense provided, further, that if any such Third Party Claim relates to Taxes of its indemnification obligationsthe Contributor, except and only any Contributor Subsidiary, or any JV Entity, or seeks non-monetary damages or asserts damages in excess of the Indemnity Holdback Amount against a Company Indemnified Party, then, notwithstanding anything in this Contribution Agreement to the extent that contrary, the Indemnifying Party forfeits rights Company (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, a Subsidiary of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party Company) shall have the right to participate incontrol any such Third Party Claim. Without limiting the foregoing, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes exercises the right to undertake any such defense of any Third-against a Third Party Claim, subject to Section 8.03(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 cooperate with the right Indemnifying Party in such defense and make available to participate in the defense of any Third-Indemnifying Party Claim with counsel selected (unless prohibited by it subject to Law), at the Indemnifying Party’s right expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. No compromise or settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Indemnifying Party (or in the case of the Company Indemnified Parties, the Stockholder’s Representative), on the other hand, without the other’s consent (which shall not be unreasonably withheld or delayed) unless (a) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party and (b) each Indemnified Party that is party to control the defense thereof, such claim is released from all liability with respect to such claim; provided that the fees and disbursements Stockholder’s Representative shall be deemed to have consented to any proposed compromise or settlement to which it has not objected to by written notice within 30 days after notice of such counsel shall be at the expense of the proposed compromise or settlement was provided by a Company Indemnified Party.

Third Party Claims. If Promptly after the receipt by any Indemnified Party receives party of notice of the assertion or commencement ------------------ of any Action made claim, action, suit or brought proceeding by any Person who is not a party to this Agreement or (collectively, an Affiliate of a party "Action"), which Action is subject to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, such party (the "Indemnified Party") will give reasonable written notice to the party from whom indemnification is claimed (the "Indemnifying Party"). The Indemnified Party shall give will be entitled, at the sole expense and liability of the Indemnifying Party reasonably prompt written notice thereofParty, but in to exercise full control of the defense, compromise or settlement of any event not later than thirty (30) calendar days such Action unless the Indemnifying Party, within a reasonable time after receipt the giving of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party, (a) admits in writing to the Indemnified Party shall describe the Third-Indemnifying Party's liability to the Indemnified Party Claim for such Action under the terms of this SECTION 11, (b) notifies the Indemnified Party in reasonable detailwriting of the Indemnifying Party's intention to assume such defense, shall include copies (c) provides evidence reasonably satisfactory to the Indemnified Party of all material written evidence thereof and shall indicate the estimated Indemnifying Party's ability to pay the amount, if reasonably practicableany, of for which the Loss that has been or Indemnified Party may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice liable as a result of such Action and (d) retains legal counsel reasonably satisfactory to the Indemnified Party, Party to assume conduct the defense of such Action. The other party will cooperate with the party assuming the defense, compromise or settlement of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate such Action in good faith accordance with this Agreement in any manner that such defenseparty reasonably may request. In the event that If the Indemnifying Party so assumes the defense of any Third-such Action, the Indemnified Party Claim, subject to Section 8.03(b), it shall will 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 employ separate counsel and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in (but not control) the defense defense, compromise or settlement of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereofAction, provided that but the fees and disbursements expenses of such counsel shall will be at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party or (iii) the Indemnified Party will have been advised by its counsel that there may be one or more defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such case that portion of the fees and expenses of such separate counsel that are reasonably related to matters covered by the indemnity provided in this SECTION 11 will be paid by the Indemnifying Party. No Indemnified Party will settle or compromise any such Action for which it is entitled to indemnification under this Agreement without the prior written consent of the Indemnifying Party, unless the Indemnifying Party has failed, after reasonable notice, to undertake control of such Action in the manner provided in this SECTION 11.4. No Indemnifying Party will settle or compromise any such Action (A) in which any relief other than the payment of money damages is sought against any Indemnified Party or (B) in the case of any Action relating to the Indemnified Party's liability for any Tax, if the effect of such settlement would be an increase in the liability of the Indemnified Party for the payment of any Tax for any period beginning after the Closing Date, unless the Indemnified Party consents in writing to such compromise or settlement.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. 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 Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 8.03(b9.03(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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

Third Party Claims. If any an Indemnified Party receives shall receive notice of the assertion any Action, audit, demand or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing assessment (each, a “Third-Party Claim”) against such Indemnified Party with respect it or which may give rise to which the Indemnifying Party is obligated to provide indemnification a claim for Loss under this AgreementArticle VII, within thirty (30) calendar days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereofCompany, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not; provided, however, relieve that the Indemnifying Party failure to provide such notice shall not release the Company from any of its indemnification obligations, obligations under this Article VII except and only to the extent that the Indemnifying Company is materially prejudiced by such failure and shall not relieve the Company from any other obligation or liability that it may have to any Indemnified Party forfeits rights or defenses by reason of such failureotherwise than under this Article VII. Such notice by If the Company acknowledges in writing its obligation to indemnify the Indemnified Party shall describe the or Indemnified Parties hereunder against any Losses that may result from such Third-Party Claim in reasonable detailClaim, then the Company shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, entitled to assume and control the defense of any such Third-Party Claim at the Indemnifying Party’s its or their expense and by the Indemnifying Party’s own counsel, and through counsel of its or their choice if it or they give notice of such intention to do so to the Indemnified Party or Indemnified Parties, as the case may be, within fourteen (14) calendar days of the receipt of notice from any Indemnified Party of such Third-Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party or Indemnified Parties in its or their sole and absolute discretion for the same counsel to represent both the Indemnified Party or Indemnified Parties and the Company, then the Indemnified Party or Indemnified Parties shall cooperate be entitled to retain its or their own counsel in good faith in such defenseeach jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Company. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b), it shall have Company exercises the right to take undertake any such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to defense against any such Third-Party Claim as provided above, the Indemnified Party or Indemnified Parties shall cooperate with the Company in such defense and make available to the name Company, at the Company’s expense, all witnesses, pertinent records, materials and on behalf of information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Company. The Similarly, in the event any Indemnified Party is, directly or indirectly, conducting the defense against any such Third-Party Claim, the Company shall have cooperate with the right Indemnified Party or Indemnified Parties in such defense and make available to participate any Indemnified Party, at the Company’s expense, all such witnesses, records, materials and information in the defense of Company’s possession or under the Company’s control relating thereto as is reasonably required by any Indemnified Party. No Third-Party Claim with counsel selected may be settled (i) by it subject any Indemnified Party without the prior written consent of the Company (which shall not be unreasonably withheld or delayed) if the Company acknowledges in writing its or their obligation to indemnify such Indemnified Party hereunder against any Losses that may result from such Third-Party Claim or (ii) by the Indemnifying Party’s right to control Company without the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense prior written consent of the Indemnified Party or Indemnified Parties, except, in the case of (ii) only, where settlement of such Third-Party Claim (A) includes an unconditional release of the Indemnified Party or Indemnified Parties from all liability arising out of such Action, audit, demand or assessment and (B) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action Claim made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing Third Party (a “Third-Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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-Third Party Claim, subject to Section 8.03(b7.5(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-Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right right, at its own cost and expense, to participate in the defense of any Third-Third Party Claim with counsel selected by it it, subject to the Indemnifying Party’s right to control the defense thereof, provided that . If the fees and disbursements of Indemnifying Party elects not to compromise or defend such counsel shall be at the expense of Third Party Claim or fails to promptly notify the Indemnified PartyParty in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 7.5(b), pay, compromise or defend such Third Party Claim and, subject to the limitations set forth in this Article VII, seek indemnification for any and all Losses based upon, 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 (subject to the provisions of Section 5.18) information reasonably available to such Party relating to such Third Party Claim.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party Party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall will not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall must describe the Third-Party Claim in reasonable detail, shall must include copies of all material written evidence thereof thereof, and shall indicate must specify the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to may participate in, or by giving written notice to the Indemnified Party, to may assume the defense of of, any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and in which case the Indemnified Party shall cooperate in good faith in such defense. In the event that If the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b9.05(b), it shall have the right to may 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 may, at its own cost and expense, 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. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, provided that the fees Indemnified Party may, subject to Section 9.05(b), pay, compromise, defend such Third-Party Claim and disbursements seek indemnification for any and all Losses based upon, 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 (subject to the provisions of Section 6.05) records relating to such counsel shall be at Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the expense defending Party, management employees of the Indemnified Partynon-defending Party as may be reasonably necessary for the preparation of the defense of the Third-Party Claim.

Third Party Claims. If any (i) In the event that the Indemnified Party receives notice or otherwise learns of the assertion or commencement of any Action made or brought by any a Person who is not a party to this Agreement member of either Group of any claim or an Affiliate the commencement of a party to this Agreement any Action (any such claim or a Representative of the foregoing (Action, a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is may be obligated to provide indemnification under this AgreementArticle 8, the Indemnified Party shall give written notification to the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty of the Third-Party Claim. Such notification shall be given within twenty (3020) calendar days after receipt by the Indemnified Party of such notice of such Third-Party Claim. The failure , shall be accompanied by reasonable supporting documentation submitted by such third party (to give the extent then in the possession of the Indemnified Party) and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such prompt written notice shall notThird-Party Claim and the amount of the claimed Damages; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of its indemnification obligations, any Liability or obligation hereunder except and only to the extent that the Indemnifying Party forfeits rights is prejudiced by such delay or defenses deficiency or the amount of any associated Damages is increased by reason of such failuredelay or deficiency. Such notice by If, and for so long as, (A) the Indemnifying Party notifies the Indemnified Party shall describe as soon as practicable, but in no event later than 15 days, after delivery of such notification that the Indemnifying Party does not dispute the Indemnifying Party’s obligation to indemnify hereunder and desires to defend the Indemnified Party against such Third-Party Claim, and (B) the Third-Party Claim in reasonable detail, shall include copies does not (1) involve criminal liability or any admission of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been wrongdoing or may be sustained by (2) seek equitable relief or any other non-monetary remedy against the Indemnified Party. The , then except as hereinafter provided, such Indemnifying Party shall have the right to participate in, or defend against such Third-Party Claim by giving written notice appropriate proceedings with legal counsel reasonably acceptable to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and which proceedings shall be promptly settled or diligently prosecuted by the Indemnifying Party’s own counselParty to a final conclusion. During any period in which the Indemnifying Party has not so assumed control of such defense, and the Indemnified Party shall cooperate in good faith in control such defense. In the event that the Indemnifying Party assumes the defense of and is hereby authorized (but not obligated) prior to and during such period to file any Third-Party Claimmotion, subject to Section 8.03(b), it shall have the right answer or other pleading and to take such any other action as it deems which the Indemnified Party shall deem necessary or appropriate to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of protect 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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Partyinterests.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. 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 Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 8.03(b5.04(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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action Claim made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing Third Party (a “Third-Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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-Third Party Claim, subject to Section 8.03(b7.6(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-Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right right, at its own cost and expense, to participate in the defense of any Third-Third Party Claim with counsel selected by it it, subject to the Indemnifying Party’s right to control the defense thereof, provided that . If the fees and disbursements of Indemnifying Party elects not to compromise or defend such counsel shall be at the expense of Third Party Claim or fails to promptly notify the Indemnified PartyParty in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 7.6(b), pay, compromise or defend such Third Party Claim and, subject to the limitations set forth in this ARTICLE VII, seek indemnification for any and all Losses based upon, 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 (subject to the provisions of Section 5.18) information reasonably available to such Party relating to such Third Party Claim.

Third Party Claims. If Promptly (and in any Indemnified Party receives event within 30 days) after the receipt by any party of notice of the assertion any claim, action, suit or commencement of any Action made or brought proceeding by any Person who is not a party to this Agreement or (collectively, an Affiliate of a party "Action"), which Action is subject to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, such party (the "Indemnified Party") will give reasonable written notice to the party from whom indemnification is claimed (the "Indemnifying Party"). The Indemnified Party shall give will be entitled, at the sole expense and liability of the Indemnifying Party reasonably prompt written notice thereofParty, but to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time (and in any event not later than thirty (30within 30 days) calendar days after receipt the giving of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party, (a) admits in writing to the Indemnified Party shall describe the Third-Indemnifying Party's liability to the Indemnified Party Claim for such Action under the terms of this Section 11, (b) notifies the Indemnified Party in reasonable detailwriting of the Indemnifying Party's intention to assume such defense, shall include copies (c) provides evidence reasonably satisfactory to the Indemnified Party of all material written evidence thereof and shall indicate the estimated Indemnifying Party's ability to pay the amount, if reasonably practicableany, of for which the Loss that has been or Indemnified Party may be sustained by liable as a result of such Action, and (d) retains legal counsel reasonably satisfactory to the Indemnified PartyParty to conduct the defense of such Action. The Indemnifying other party will cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance with this Agreement in any reasonable manner. The Indemnified Party shall will have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense employ separate counsel and by the Indemnifying Party’s own counsel, 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 8.03(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 (but not control) the defense defense, compromise or settlement of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereofAction, provided that but the fees and disbursements expenses of such counsel shall will be at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party or (iii) the Indemnified Party will have been advised by its counsel that there may be one or more defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such case that portion of the fees and expenses of such separate counsel that are reasonably related to matters covered by the indemnity provided in this Section 11 will be paid by the Indemnifying Party. No Indemnified Party will settle or compromise any such Action for which it is entitled to indemnification under this Agreement without prior written consent of the Indemnifying Party, unless the Indemnifying Party has failed, after reasonable notice, to undertake control of such Action in the manner provided in this Section 11.4. No Indemnifying Party will settle or compromise any such Action (A) in which any relief other than the payment of money damages is sought against any Indemnified Party or (B) in the case of any Action relating to the Indemnified Party's liability for any tax, if the effect of such settlement would be an increase in the liability of the Indemnified Party for the payment of any tax for any period beginning after the Closing Date, unless the Indemnified Party consents in writing to such compromise or settlement.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt deliver as promptly as practicable a written notice thereof(a “Claim Certificate”), but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party which Claim Certificate shall describe the Third-Third Party Claim (or Direct Claim, if delivered pursuant to Section 7.05(c)) in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The failure to provide such Claim Certificate shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure or is materially prejudiced thereby. The Indemnifying Party shall have the right to participate inin or, or by giving written notice to the Indemnified PartyParty within thirty (30) Business Days after its receipt of a Claim Certificate, to assume the defense of any Third-of, the Third Party Claim described in such Claim Certificate at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In ; provided, that in the event that the Indemnifying Party assumes the defense of any Third-Third Party Claim, then (x) subject to Section 8.03(b7.05(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-Third Party Claim in the name and on behalf of the Indemnified Party. The Party and (y) the Indemnified Party shall have the right right, at its own cost and expense, to participate in the defense of any Third-Third Party Claim with counsel selected by it it. Notwithstanding anything to the contrary contained in this Agreement, the Indemnifying Party shall not be entitled to assume control of the defense of a Third Party Claim and shall pay, subject to the limitations of liability set forth in Section 7.04, the fees and expenses of counsel retained by the Indemnified Party if: (i) such Third Party Claim is reasonably likely to give rise to Losses which are more than 100% of the amount indemnifiable by such Indemnifying Party pursuant to this Article VII; (ii) such Third Party Claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (iii) such Third Party Claim seeks a material injunction or equitable relief against the Indemnified Party, (iv) the named parties to such Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and such Indemnified Party has been advised in writing by such counsel that there is one (1) or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party’s , or are available to the Indemnifying Party but the assertion of which would be adverse to the interests of the Indemnified Party or (v) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to prosecute or defend such Third Party Claim. Notwithstanding any other provision of this Agreement, with respect to any audit, assessment, inquiry, claim, adjustment or proposed adjustment with respect to Taxes (a “Tax Contest”), (A) Seller shall have the right to control such Tax Contest if, but only if, such Tax Contest relates to Taxes (1) attributable to the Purchased Assets or the Joe’s Business with respect to any Pre-Closing Period or (2) imposed on Seller, and (B) if such Tax Contest could reasonably be expected to increase the Taxes for any Post-Closing Period for which Buyer is responsible, Seller shall not consent to have any settlement or compromise of any such Tax Contest without the written consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, the Indemnified Party may, subject to Section 7.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all commercially reasonable respects in connection with the defense thereofof any Third Party Claim, provided that the fees and disbursements of including making available records relating to such counsel shall be at the expense of the Indemnified PartyThird Party Claim.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses or is otherwise prejudiced by reason of such failure. Such notice by the Indemnified Party shall shall, to the extent reasonably practicable, describe the Third-Party Claim in reasonable specific detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, amount of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate inin or, or by giving written notice to the Indemnified PartyParty within 10 Business Days of the notice described in the previous clause, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. If the Indemnified Party shall have determined in good faith that (a) an actual or likely conflict of interest makes representation of the Indemnifying Party and the Indemnified Party by the same counsel inappropriate, (b) that there may be available to the Indemnified Party one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third-Party Claim or (c) the conduct of the defense or any proposed settlement of such Third-Party Claim would reasonably be expected to affect adversely the Indemnified Party’s Tax liability, the Indemnified Party shall have the right, upon notice to Indemnifying Party, to engage separate counsel and to control the defense of such Third-Party Claim with respect to such matters, and the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b7.05(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 with the Indemnified Party’s prior written consent. The Indemnified Party shall have the right right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects not to pay, provided that settle, or defend such Third-Party Claim, the Indemnified Party may, subject to Section 7.05(b), pay, settle, 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. 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 (subject to the provisions of Section 5.09) 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-Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to control or consent to the defense or settlement of (and shall pay the reasonable fees and disbursements expenses of such counsel retained by the Indemnified Party with respect to), and the Indemnified Party shall be at entitled to have control over the expense defense or settlement of, any Third-Party Claim that (i) seeks non-monetary relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages), (ii) involves criminal or quasi-criminal allegations, (iii) involves a claim with a Governmental Authority or a key customer, key supplier or regulator of the Indemnified Party, (iv) as to which the Indemnified Party reasonably believes an adverse determination would result in Losses that would exceed the limitation on the right of the Indemnified Party to recovery contained in this Article VII or (v) if in the reasonable opinion of counsel to the Indemnified Party the Indemnifying Party has conflicting or adverse interests or is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party or the Indemnified Party that are different from or additional to those available to the Indemnifying Party.

Third Party Claims. (a) If any demand, claim, action or cause of action, suit, proceeding or investigation (collectively, the "Claim") is brought against an Indemnified Party receives notice for which the Indemnified Party intends to seek indemnity from the other party hereto (the "Indemnifying Party"), then the Indemnified Party within twenty-one (21) days after such Indemnified Party's receipt of the assertion or commencement Claim, shall notify the Indemnifying Party pursuant to Article "10.4" of any Action made or brought by any Person who is not a party to 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 an Affiliate demand. Such option to undertake, conduct and control the defense of a party such claim or demand shall be exercised by notifying the Indemnified Party within twenty (20) days after receipt of the Claim Notice pursuant to Article "9.4" of this Agreement or a Representative (such notice to control the defense is hereinafter referred to as the "Defense Notice"). The failure of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to notify the Indemnifying Party of the Claim shall not relieve the Indemnifying Party from any liability which the Indemnifying Party is obligated may have pursuant to provide indemnification under this Article "9" of this Agreement except to the extent that such failure to notify the Indemnifying Party prejudices the Indemnifying Party. The Indemnified Party shall use all reasonable efforts to assist the Indemnifying Party in the vigorous defense of the Claim. All costs and expenses incurred by the Indemnified Party in 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 (it being understood that the Indemnifying Party shall be entitled to control the defense). The Indemnified Party shall not settle the Claim. If the Indemnifying Party does not elect to control the defense of the Claim, within the aforesaid twenty (20) day period by proper notice pursuant to Article "9.4" of this Agreement, then the Indemnified Party shall be entitled to undertake, conduct and control the defense of the Claim (a failure by the Indemnifying Party to send the Defense Notice to the Indemnified Party within the aforesaid twenty (20) day period by proper notice pursuant to Article "9.4" of this Agreement shall be deemed to be an election by the Indemnifying Party not 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 circumstances, the Indemnified Party 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 a condition to any such settlement. Whether the Indemnifying Party shall control and assume the defense of the Claim or only participate in the defense or settlement of the Claim, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereofand its counsel access, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure during normal business hours, to give such prompt written notice shall notall relevant business records and other documents, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right permit them to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense consult with its employees and by the Indemnifying Party’s own counsel, 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 8.03(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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

Third Party Claims. (a) If any an Indemnified Party receives gives notice pursuant to Section 8.3 of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against , the Indemnifying Party shall be entitled to participate in the defense of such Indemnified Third-Party with respect Claim and, to which the extent that it wishes (unless the Indemnifying Party is obligated to provide indemnification under this Agreement, also a Person against whom the Third-Party Claim is made and the Indemnified Party shall give determines in good faith upon advice of outside counsel that joint representation would be inappropriate), to assume the defense of such Third-Party Claim with counsel of its choice. After notice from the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt to the Indemnified Party of such notice its election to assume the defense of such Third-Party Claim. The failure to give such prompt written notice , the Indemnifying Party shall not, howeverso long as it diligently conducts such defense, relieve the Indemnifying Party of its indemnification obligations, except and only be liable to the extent that Indemnified Party under this Article VIII for any fees of other counsel or any other expenses with respect to the Indemnifying Party forfeits rights or defenses by reason defense of such failure. Such notice Third-Party Claim, in each case subsequently incurred by the Indemnified Party shall describe in connection with the defense of such Third-Party Claim in Claim, other than reasonable detail, shall include copies costs 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 Partyinvestigation. 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 Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that If the Indemnifying Party assumes the defense of any a Third-Party Claim, (w) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to Section 8.03(b)indemnification, it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal (x) no compromise or make counterclaims pertaining to any settlement of such Third-Party Claim in may be effected by the name and on behalf Indemnified Party without the Indemnifying Party’s consent, (y) no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Party without the Indemnified Party. The ’s consent unless (A) there is no finding or admission that the Indemnified Party violated any Law or any rights of any Person and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (z) the Indemnified Party shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its consent. If notice is given to an Indemnifying Party of the right to participate in the defense assertion of any Third-Party Claim with counsel selected by it subject and the Indemnifying Party does not, within twenty (20) days after the Indemnified Party’s notice is given, give notice to the Indemnifying Party’s right Indemnified Party of its election to control assume the defense thereof, provided that the fees and disbursements of such counsel shall Third-Party Claim, the Indemnifying Party will be at the expense of bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Party.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person person or entity who is not a party to this Agreement or an Affiliate affiliate of a party to this Agreement or a Representative representative of the foregoing (a “Third-"Third Party Claim”") against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) 30 calendar days after receipt of such notice of such Third-Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-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 losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (each, a "Loss") that has been or may be sustained by the Indemnified Party. 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 Third-Third Party Claim at the Indemnifying Party’s 's expense and by the Indemnifying Party’s 's own counsel, 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-Third Party Claim, subject to Section 8.03(b6.04(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-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-Third Party Claim with counsel selected by it subject to the Indemnifying Party’s 's right to control the defense thereof, provided that the . 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; 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 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, subject to Section 6.04(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. 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 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 Party Claim.

Third Party Claims. If In the event that a party (the “Indemnitee”) desires to make a claim against another party (the “Indemnitor”) pursuant to Section 8.2 or Section 8.3 in connection with any Indemnified Party receives notice of action, suit, proceeding or demand at any time instituted against or made upon the assertion or commencement of any Action made or brought Indemnitee by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement or a Representative of for which the foregoing Indemnitee may seek indemnification hereunder (a “Third-Third Party Claim”) against ), the Indemnitee shall promptly notify, in writing, the Indemnitor of such Indemnified Third Party Claim and of the Indemnitee’s claim of indemnification with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party thereto. The Indemnitor shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than have thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve notify the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights Indemnitee if he/she 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 it has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, elected to assume the defense of any Third-such Third Party Claim at Claim. If the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes Indemnitor elects to assume the defense of any Third-such Third Party Claim, subject the Indemnitor shall be entitled at his/her or its own expense to Section 8.03(b), it shall have conduct and control the right to take defense and settlement of such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Third Party Claim in through counsel of his or its own choosing; provided, however, that the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to Indemnitee may participate in the defense of any Third-such Third Party Claim with his/her or its own counsel selected by it subject at his/her or its own expense and the Indemnitor may not settle any Third Party Claim without the Indemnitee’s consent, which shall not be unreasonably withheld. If the Indemnitor fails to notify the Indemnifying PartyIndemnitee within thirty (30) days after receipt of the Indemnitee’s right written notice of a Third Party Claim, the Indemnitee shall be entitled to control assume the defense thereof, provided that the fees and disbursements of such counsel shall be Third Party Claim at the expense of the Indemnified PartyIndemnitor; provided, however, that the Indemnitee may not settle any Third Party Claim without the Indemnitor’s consent, which shall not be unreasonably withheld.

Third Party Claims. If any Indemnified Party receives notice In the event of the assertion or commencement of any Action made or brought by any Person who is not a third party to this Agreement or an Affiliate of a party claim against a Seller Indemnitee which gives rise to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide claim for indemnification under this AgreementAgreement (“Third Party Claims”), the Indemnified Party shall give Buyer will have the Indemnifying Party reasonably prompt written notice thereofright, but in at its cost and expense and subject to the terms of this clause 10.3(b), to assume the defence thereof including the appointment and selection of counsel. If the Buyer elects to assume the defence of any event not later than thirty (30) calendar days after receipt of such notice of such Third-Third Party Claim. The failure to give such prompt written notice , it shall not, however, relieve within 30 days notify the Indemnifying Party Seller Indemnitee in writing of its indemnification obligationsintent to do so. In the event the Buyer exercises its right to undertake the defence against any such Third Party Claim as provided above, except the Seller Indemnitee shall cooperate with the reasonable requirements of the Buyer in such defence and only make available to the Buyer all witnesses, pertinent records, materials and information in such party’s possession or under its control relating thereto as may be reasonably required by the Buyer (save to the extent that such information is bound by a duty of confidentiality based on the Indemnifying Party forfeits rights or defenses written opinion of counsel), and the relevant Seller Indemnitee may participate by reason its own counsel and at its own expense in defense of such failureThird Party Claim. Such notice Except for the settlement of a Third Party Claim which involves the payment of money only which is to be paid in full by the Indemnified Party shall describe the Third-Buyer, no Third Party Claim in reasonable detail, shall include copies of all material for which the Buyer has elected to defend may be settled by the Buyer without the prior written evidence thereof and shall indicate the estimated amount, if reasonably practicable, consent of the Loss relevant Seller Indemnitee, which consent shall not be unreasonably withheld or delayed (it being understood that has been or may be sustained by the Indemnified Party. The Indemnifying Party a Seller Indemnitee shall have sole discretion in relation to settlement of any claim involving criminal liability of such Seller Indemnitee). Notwithstanding the right to participate inforegoing, or by giving written notice to the Indemnified Party, in order to assume the defense defence of a Third Party Claim the Buyer shall have agreed to fully indemnify the relevant Seller Indemnitee on demand in respect of any Third-fees, costs or expenses suffered or incurred by such Seller Indemnitee as a result of the relevant Third Party Claim at the Indemnifying Party’s expense and or in connection with any action taken by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate Buyer in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(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, connection therewith provided that the fees relevant Seller Indemnitee shall not be prohibited by the foregoing provisions from settling or paying any Third Party Claim immediately if it is under a legal obligation (based on the written opinion of counsel) to do so and disbursements of such counsel settlement or payment shall be at the expense of the Indemnified Partynot impair its rights to indemnity under this Agreement.

Third Party Claims. If any Indemnified Party receives notice demand, claim, action or cause of action, suit, proceeding or investigation (collectively, the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) is brought against an Indemnified Party for which the Indemnified Party intends to seek indemnity from the other party hereto (the “Indemnifying Party”), then the Indemnified Party within twenty-one (21) days after such Indemnified Party's receipt of the Claim, shall notify the Indemnifying Party with respect pursuant to Paragraph “C” of Article “21” 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 “21” of this Agreement (such notice to control the defense is hereinafter referred to as the “Defense Notice”). The failure of the Indemnified Party to notify the Indemnifying Party of the Claim shall not relieve the Indemnifying Party from any liability which the Indemnifying Party is obligated may have pursuant to provide indemnification under this Article “18” of this Agreement except to the extent that such failure to notify the Indemnifying Party prejudices the Indemnifying Party. The Indemnified Party shall use all reasonable efforts to assist the Indemnifying Party in the vigorous defense of the Claim. All costs and expenses incurred by the Indemnified Party in 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 (it being understood that the Indemnifying Party shall be entitled to control the defense). The Indemnified Party shall not settle the Claim. If the Indemnifying Party does not elect to control the defense of the Claim, within the aforesaid ten (10) day period by proper notice pursuant to Paragraph “C” of Article “21” of this Agreement, then the Indemnified Party shall be entitled to undertake, conduct and control the defense of the Claim (a failure by the Indemnifying Party to send the Defense Notice to the Indemnified Party within the aforesaid ten (10) day period by proper notice pursuant to Paragraph “C” of Article “21” of this Agreement shall be deemed to be an election by the Indemnifying Party not 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 circumstances, the Indemnified Party 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 a condition to any such settlement. Notwithstanding the foregoing provisions of this Article “18” 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 “18” of this Agreement, the Indemnifying Party shall execute an agreement, in the form annexed hereto and made a part hereof as Exhibit “F”, acknowledging its liability for indemnification pursuant to this Article “18” of this Agreement. Whether the Indemnifying Party shall control and assume the defense of the Claim or only participate in the defense or settlement of the Claim, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereofand its counsel access, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure during normal business hours, to give such prompt written notice shall notall relevant business records and other documents, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right permit them to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense consult with its employees and by the Indemnifying Party’s own counsel, 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 8.03(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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action Action, audit, claim, demand or assessment made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is may be obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty ten (3010) calendar days after receipt of such notice of such Third-Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits Party’s rights or defenses are materially harmed by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Third Party Claim in reasonable detail, and 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 Partythereof. 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 Third-Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own reputable counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim (i) that seeks an injunction or other equitable relief against the Indemnified Party, (ii) that, in Purchaser’s sole discretion, would be expected to have an adverse effect on the Company or the Business following the Closing, (iii) would reasonably be expected to result in or involve criminal penalties or proceedings, or (iv) involves a material supplier of the Company. In the event that the Indemnifying Party assumes the defense of any Third-Third Party Claim, subject to Section 8.03(b9.5(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-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-Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the . The reasonable 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; and (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, 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, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 9.5(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. The Seller Representative and Purchaser 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 (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof thereof, and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that, if the Indemnifying Party is the Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third-Party Claim that seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal 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-Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the . 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, (i) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party or (ii) 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 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, subject to Section 8.03(b), pay, compromise, defend such Third-Party Claim, and seek indemnification for any and all Losses based upon, arising from, or relating to such Third-Party Claim. The Seller and the Purchaser shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available (subject to the provisions of Section 5.06) 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-Party Claim.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action Proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative representative of the foregoing (a “Third-Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failureis actually and materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Third-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 reasonably be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the conduct and control of the settlement or defense of any Third-Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Contributor, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third-Third Party Claim, subject to Section 8.03(b10.5(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-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-Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the settlement and defense thereof, provided that the . 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; 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 one counsel to the Indemnified Party. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, the Indemnified Party may, subject to Section 10.5(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. Contributor and Acquiror 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 (other than reimbursement of actual out-of-pocket expenses) to the defending party, such management employees of the non-defending party, information and testimony, and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Third Party Claims. If any All claims for indemnification made under this Agreement resulting from, related to or arising out of a third party claim against an Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Third Party Claim”) against shall be made in accordance with the following procedures. A Person entitled to indemnification under this Article V (an “Indemnified Party”) shall give prompt written notification to the Indemnifying Party (a “Third Party Claim Notice”) of the commencement of any action, suit or proceeding relating to a third party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a third party. For purposes of this Agreement, “Indemnifying Party” means (i) in the case of a claim for indemnification by the Buyer (or any other Buyer Indemnified Party), the Seller, and (ii) in the case of a claim for indemnification by the Seller (or any other Seller Indemnified Party), the Buyer. Such Third Party Claim Notice shall include a description in reasonable detail (to the extent then known by the Indemnified Party) of (A) the facts constituting the basis for such Third Party Claim and (B) the amount of the Damages claimed (the “Third Party Claim Amount”). No delay or failure on the part of the Indemnified Party with respect in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to which the extent the Indemnifying Party is obligated actually prejudiced thereby. Within [**] after receipt of such Third Party Claim Notice, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense with counsel reasonably satisfactory to the Indemnified Party of any such Third Party Claim seeking (i) solely monetary damages or (ii) injunctive relief that would be reasonably expected to be immaterial to the operations or business of the Indemnified Party and monetary damages; provided that prior to the assumption of the defense of any Third Party Claim, the Indemnifying Party shall provide indemnification under this Agreementa written undertaking confirming that as between the Indemnified Party and the Indemnifying Party, assuming the facts alleged in such Third Party Claim are true, that it would have been an indemnity obligation for Damages resulting from such Third Party Claim (subject to the limitations set forth herein). If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall give control such defense. The party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt assumes control of such notice of such Third-defense and the Indemnified Party Claim. The failure to give such prompt written notice shall notreasonably concludes, howeverbased on advice from outside counsel, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall describe be considered “Damages” for purposes of this Agreement; provided, however, that in no event shall the Third-Indemnifying Party Claim in reasonable detail, be responsible for the fees and expenses of more than one (1) counsel for the Indemnified Party. The party controlling such defense shall include copies of all material written evidence thereof and shall indicate keep the estimated amount, if other party reasonably practicable, advised of the Loss that has been status of such action, suit, proceeding or may be sustained by claim and the defense thereof. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party. The Indemnifying Party shall have not agree to any settlement of such action, suit, proceeding or claim that (x) does not include a complete release of the right to participate inIndemnified Party from all liability with respect thereto, (y) includes any admission by, or by giving written notice to finding adverse to, the Indemnified Party or (z) imposes any liability or obligation on the Indemnified Party, to assume in each case, without the defense prior written consent of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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(not to be unreasonably withheld, subject to Section 8.03(bconditioned or delayed), 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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. 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 Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 8.03(b7.03(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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

Third Party Claims. If any (a) An Indemnified Party receives notice shall give written notification to the Indemnifying Party of the assertion or commencement of any Action made or brought by any Person who is not third party claim which the Indemnified Party believes may result in a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing claim for indemnification hereunder (a “Third-Third Party Claim”). Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Claim, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Claim and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent such failure shall have prejudiced the Indemnifying Party. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified in full pursuant to this Article X and (B) the ad damnum is less than or equal to the amount of Losses for which the Indemnifying Party is liable under this Article X and (ii) the Indemnifying Party may not assume control of the defense of a Third Party Claim involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Claim, the Indemnified Party shall control such defense. The non-controlling party may participate in such defense at its own expense. The controlling party shall keep the non-controlling party advised of the status of such Third Party Claim and the defense thereof and shall consider in good faith recommendations made by the non-controlling party with respect thereto. The non-controlling party shall furnish the controlling party with such information as it may have with respect to such Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the controlling party in the defense of such Third Party Claim. The fees and expenses of counsel to the Indemnified Party with respect to which a Third Party Claim shall be considered Losses for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Claim pursuant to the terms of this Section 10.4 or (ii) the Indemnifying Party is obligated to provide indemnification under this Agreement, assumes control of such defense and the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent concludes that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by and the Indemnified Party shall describe the Third-have conflicting interests or different defenses available with respect to such 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 PartyClaim. The Indemnifying Party shall have the right not agree to participate inany settlement of, or by giving the entry of any judgment arising from, any Third Party Claim without the prior written notice to consent of the Indemnified Party, to assume which shall not be unreasonably withheld, conditioned or delayed; provided that the defense consent of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that not be required if the Indemnifying Party assumes agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the defense of any Third-Indemnified Party Claim, subject to Section 8.03(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 from further liability and has no other adverse effect on behalf of the Indemnified Party. The Indemnified Party shall have not agree to any settlement of, or the right to participate in the defense entry of any Third-judgment arising from, any such Third Party Claim with counsel selected by it subject to without the prior written consent of the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel which shall not be at the expense of the Indemnified Partyunreasonably withheld, conditioned or delayed.

Third Party Claims. If any a claim by a third party is made ------------------ against a Seller Indemnified Party receives notice of Party, and if such party (the assertion or commencement of any Action made or brought by any Person who is not a party "Indemnified Party") intends to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party seek indemnity with respect to which the Indemnifying Party is obligated to provide indemnification thereto under this AgreementSection 5.1, 5.4, 8.7, or 13.1, the Indemnified Party shall give the Indemnifying Party reasonably prompt promptly furnish written notice thereofto Buyer (the "Indemnitor"), but in any event not later than of such claims. The Indemnitor shall have thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall notundertake, howeverconduct and control, relieve the Indemnifying Party through counsel of its indemnification obligationsown choosing and at its own expense, except and only to the extent that the Indemnifying Party forfeits rights settlement 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. 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 Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counselthereof, and the Indemnified Party shall cooperate with it in connection therewith; provided that the Indemnitor shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, however, the fees and expenses of such counsel shall be borne by such Indemnified Party. So long as the Indemnitor, at Indemnitor's cost and expense, (1) has undertaken the defense of, and assumed full responsibility for all indemnified liabilities with respect to, such claim, (2) is reasonably contesting such claim in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claimfaith, subject to Section 8.03(b)by appropriate proceedings, it shall have the right to take and (3) has taken such action (including the posting of a bond, deposit or other security) as it deems may be necessary to avoid, dispute, defend, appeal prevent any action to foreclose a lien against or make counterclaims pertaining to any such Third-Party Claim in attachment of the name and on behalf property of the Indemnified PartyParty for payment of such claim, the Indemnified Party shall not pay or settle any such claim. The Notwithstanding compliance by the Indemnitor with the preceding sentence, the Indemnified Party shall have the right to participate in the defense of pay or settle any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereofsuch claim, provided that in such event it shall waive any right to indemnity therefor by the fees and disbursements of Indemnitor for such counsel shall be at claim. If, within thirty (30) days after the expense receipt of the Indemnified Party's notice of a claim of indemnity hereunder, the Indemnitor does not notify the Indemnified Party that it elects, at Indemnitor's cost and expense, to undertake the defense thereof and assume full responsibility for all indemnified liabilities with respect thereto, or gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Indemnified Party's property as contemplated above, the Indemnified Party shall have the right to contest, settle and/or compromise the claim and, to the extent the actions, if any, taken by the Indemnified Party in settling or compromising such claim are reasonable and in good faith, the Indemnified Party shall not thereby waive any right to indemnity therefor pursuant to this Agreement.

Third Party Claims. If any (a) In the event that an Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate becomes aware of a third party to this Agreement or a Representative of the foregoing claim (a “Third-Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, that the Indemnified Party reasonably believes may result in indemnification pursuant to this Article VIII, Parent shall give promptly notify the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt Securityholders’ Representative of such claim; provided, however, no delay or failure on the part of an Indemnified Party in delivering a notice of a Third Party Claim shall relieve the Company Securityholders from any indemnification liability hereunder except to the extent such Third-failure materially prejudices the defense of such Third Party Claim. The failure If the contents and delivery of a notice of a Third Party Claim Notice satisfy the content and delivery requirements of a Claim Certificate pursuant to give Section 8.7, then such prompt written notice shall notalso be deemed to be a Claim Certificate. The Indemnified Party shall, at its election, undertake and conduct the defense of such Third Party Claim with counsel of its own choosing (and reasonably acceptable to the Securityholders’ Representative); provided, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason Securityholders’ Representative will be entitled to employ separate counsel and participate, at its expense (on behalf of the Company Securityholders), but not control, the defense of such failure. Such notice Third Party Claim; provided, further, that except with the prior written consent of the Securityholders’ Representative, no settlement of any such Third Party Claim with third party claimants may be effected by the Indemnified Party shall describe without 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, consent of the Loss that has been Securityholders’ Representative, such consent not to be unreasonably, withheld, conditioned or may be sustained by delayed. Notwithstanding the Indemnified Party. The Indemnifying Party shall have foregoing, the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 8.03(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 pay, settle or compromise any Third-such Third Party Claim with counsel selected without the Securityholders’ Representative’s consent if (x) the judgment or proposed settlement involves only the payment of money damages by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party, (y) does not impose an injunction or other equitable relief upon the Company Securityholders, and (z) includes, as an unconditional term thereof, the giving by the claimant or plaintiff to the Company Securityholders of a release (in form and substance reasonably satisfactory to the Securityholders’ Representative) from all liability in respect of such Third Party Claim.

Third Party Claims. If any a Claim is made against an Indemnified Party receives notice of by a Third Party for which the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect may be entitled to which the Indemnifying Party is obligated to provide indemnification under this AgreementSection 7.1, the Indemnified Party shall give notice (the "INDEMNITY NOTICE") to the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar specifying the particulars of such claim within 30 days after receipt it receives notification of such notice of such Third-Party the Claim. The failure Failure to give such prompt written notice within such time period shall not, however, relieve not prejudice the Indemnifying rights of an Indemnified Party of its indemnification obligations, except and only to the extent that the failure to give such notice materially adversely affects the ability of the Indemnifying Party forfeits rights to defend the Claim or defenses by reason of such failure. Such notice by to cure 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, breach or incorrectness of the Loss that has been representation, warranty, covenant or may be sustained by agreement giving rise to the Indemnified PartyClaim. The Indemnifying Party shall have the right to participate inin any negotiations or proceedings with respect to such Claim at its own expense. The Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party, or by unless the Indemnifying Party has not, within 7 Business Days after the giving written of the Indemnity Notice, given notice to the Indemnified Party, Party that it wishes to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in dispute such defenseClaim. In the event that If the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b)does give such a notice, it shall have the right at its own cost and expense to take assume the defence of such action as it deems necessary Claim and to avoid, dispute, defend, appeal or make counterclaims pertaining to any defend 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 provide to the Indemnifying Party’s right Party all files, books, records and other information in its possession or control which may be relevant to control the defense thereof, provided that the fees and disbursements defence of such counsel Claim. The Indemnified Party shall be co-operate in all reasonable respects in the defence of such Claim but at the expense of the Indemnifying Party. If the Indemnifying Party fails, after the giving of such notice, diligently and reasonably to defend such Claim throughout the period that such Claim exists, its right to defend the Claim shall terminate and the Indemnified Party may assume the defence of such Claim at the sole expense of the Indemnifying Party. In such event, the Indemnified Party may compromise or settle such Claim, without the consent of the Indemnifying Party.

Third Party Claims. If In the event that any written claim or demand for which an Indemnifying Party may be liable to any Indemnified Party receives notice hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event later than fifteen (15) days following such Indemnified Party’s receipt of the assertion such claim or commencement demand (including a copy of any Action made related written third party demand, claim or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of complaint) (the foregoing (a “Third-Party Claim”) against such ), deliver a Claim Notice to the Indemnifying Party. The Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party with respect to which such Third-Party Claim if the Indemnified Party fails to timely deliver the Claim Notice and the Indemnifying Party is obligated to provide indemnification under this Agreementactually prejudiced thereby. If a Third-Party Claim is made against an Indemnified Party, the Indemnified Party shall give be entitled to participate therein and, to the extent that the Indemnified Party shall wish, to assume the defense thereof. The Indemnifying Party reasonably prompt written notice thereof, but shall cooperate fully with the Indemnified Party and its counsel in the defense against any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. 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 Third-Party Claim at the Indemnifying Party’s its own expense and by the Indemnifying Party’s own counsel, 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. Neither the Indemnifying Party, subject on the one hand, nor the Indemnified Party, on the other hand, shall admit liability to, or settle, compromise or discharge any Third-Party Claim without the prior consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed In the event the Indemnified Party elects not to Section 8.03(b)defend any Third-Party Claim, it the Indemnifying Party shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any defend against such Third-Party Claim in good faith and in a commercially reasonable manner using counsel reasonably acceptable to the name Indemnified Party and on behalf at the cost and expense of the Indemnified Indemnifying Party. The , and the Indemnified Party shall have the right to participate in the such defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Partyits own expense.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. 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 Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 8.03(b8.5(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 right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, provided that the fees Indemnified Party may, subject to Section 8.5(b), pay, compromise, defend such Third-Party Claim and disbursements seek indemnification for any and all Losses based upon, 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 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 counsel shall be at the expense of the Indemnified PartyThird-Party Claim.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. 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 Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 8.03(b10.04(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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party The Indemnitor shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than have thirty (30) calendar days after receipt of such notice of such Third-Party any Claim Notices or information necessary to make the Claim Notice complete, relating to any third Person claim, action or suit (collectively, “Claim. The failure ”) to give such prompt written notice shall not, however, relieve notify the Indemnifying Indemnified Party of its indemnification obligationselection to conduct and control the defense, except and only to the extent that the Indemnifying Party forfeits rights compromise or defenses by reason settlement of such failureClaim. Such notice by Unless the Indemnified Party shall describe Indemnitor gives the Third-Party Claim in reasonable detailforegoing notice, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 8.03(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 conduct and control, through counsel of its own choosing, the defense, compromise or settlement of such Claim, and in any such case the Indemnitor shall cooperate in connection with such Claim and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Party in connection therewith; provided that, should the Indemnitor fail to timely give notice as provided above in this Section 10.4, (i) the Indemnitor may, in any event, participate, through counsel chosen by it and at its own expense, in the defense of any Third-such Claim and (ii) if the Indemnitor has acknowledged and agreed in writing that it has an obligation to provide indemnification under this Agreement or the Assumption Agreement, for any Loss incurred in connection with or arising from such Claim, the Indemnitor shall have the right to assume control of the defense, compromise or settlement of such Claim from the Indemnified Party at any time by giving written notice of such election to the Indemnified Party. If the Indemnitor timely gives notice as provided above in this Section 10.4 or assumes control of the defense, compromise or settlement of any Claim, the Indemnified Party shall cooperate in connection with such Claim with and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnitor in connection therewith; provided, that the Indemnified Party may participate, through counsel selected chosen by it subject and at its own expense, in the defense of any such Claim, as to which the Indemnifying Party’s right Indemnitor has so elected to conduct and control the defense thereof; and provided further, provided that the fees and disbursements of such counsel Indemnitor shall be at not, without the expense written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld) pay, compromise or settle any such Claim (i) in any case where the Indemnitor has not acknowledged its obligation to provide indemnification to the Indemnified Party under this Agreement or the Assumption Agreement, or (ii) seeking any relief against an Indemnified Party other than monetary damages; and provided further, that the Indemnitor shall, at any time prior to the settlement or commencement of trial with respect to any Claim, tender the defense, compromise and settlement of such Claim to the Indemnified Party should the Indemnitor reasonably determine, based upon the information furnished to it by the Indemnified Party or obtained by the Indemnitor in the course of defending the Claim, that the Indemnitor is not obligated to provide indemnification to the Indemnified Party under this Agreement or the Assumption Agreement.

Third Party Claims. If any Indemnified Party receives notice demand, claim, action or cause of action, suit, proceeding or investigation (collectively, the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) is brought against an Indemnified Party for which the Indemnified Party intends to seek indemnity from the other party hereto (the “Indemnifying Party”), then the Indemnified Party within twenty-one (21) days after such Indemnified Party's receipt of the Claim, shall notify the Indemnifying Party with respect pursuant to Paragraph “C” of Article “24” 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 “24” of this Agreement (such notice to control the defense is hereinafter referred to as the “Defense Notice”). The failure of the Indemnified Party to notify the Indemnifying Party of the Claim shall not relieve the Indemnifying Party from any liability which the Indemnifying Party is obligated may have pursuant to provide indemnification under this Article “21” of this Agreement except to the extent that such failure to notify the Indemnifying Party prejudices the Indemnifying Party. The Indemnified Party shall use all reasonable efforts to assist the Indemnifying Party in the vigorous defense of the Claim. All costs and expenses incurred by the Indemnified Party in 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 (it being understood that the Indemnifying Party shall be entitled to control the defense). The Indemnified Party shall not settle the Claim. If the Indemnifying Party does not elect to control the defense of the Claim, within the aforesaid ten (10) day period by proper notice pursuant to Paragraph “C” of Article “24” of this Agreement, then the Indemnified Party shall be entitled to undertake, conduct and control the defense of the Claim (a failure by the Indemnifying Party to send the Defense Notice to the Indemnified Party within the aforesaid ten (10) day period by proper notice pursuant to Paragraph “C” of Article “24” of this Agreement shall be deemed to be an election by the Indemnifying Party not 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 circumstances, the Indemnified Party 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 a condition to any such settlement. Notwithstanding the foregoing provisions of this Article “21” 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 “21” of this Agreement, the Indemnifying Party shall execute an agreement, in the form annexed hereto and made a part hereof as Exhibit “H”, acknowledging its liability for indemnification pursuant to this Article “21” of this Agreement. Whether the Indemnifying Party shall control and assume the defense of the Claim or only participate in the defense or settlement of the Claim, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereofand its counsel access, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure during normal business hours, to give such prompt written notice shall notall relevant business records and other documents, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right permit them to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense consult with its employees and by the Indemnifying Party’s own counsel, 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 8.03(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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof thereof, and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that, if the Indemnifying Party is the Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third-Party Claim that seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal 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-Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the . 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, (i) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party or (ii) 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 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, subject to Section 8.03(b), pay, compromise, defend such Third-Party Claim, and seek indemnification for any and all Losses based upon, arising from, or relating to such Third-Party Claim. The Seller and the Purchasers shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available (subject to the provisions of Section 5.06) 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-Party Claim.

Third Party Claims. If any Indemnified Party receives notice of In the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate event Parent becomes aware of a third party to this Agreement or a Representative of the foregoing claim (a “Third-Third Party Claim”) against which Parent reasonably believes may result in a claim for indemnification pursuant to this Article VIII, Parent shall promptly notify the Stockholders’ Representative of such claim with an Indemnification Claim Notice (a “Third Party Notice”), and shall provide a copy of such Third Party Notice to the Escrow Agent, if the Escrow Period has not expired and funds remain in the Escrow Fund, and the Third Party Notice shall be accompanied by copies of any documentation submitted by the third party making such Third Party Claim, if any; provided, that no delay or failure on the part of Parent in delivering a Third Party Notice shall cause any Indemnified Party with respect to which the Indemnifying Party is obligated to provide forfeit any indemnification rights under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, Article VIII except and only to the extent that the Indemnifying Company Indemnitors are materially prejudiced by such delay or failure. Upon receipt of a Third Party forfeits rights Notice, the Stockholders’ Representative shall be entitled (on behalf of the Company Indemnitors and at their expense), or, in the event indemnification is being sought hereunder from fewer than all the Company Indemnitors, the applicable Company Indemnitors shall be entitled, at their expense, to participate in, but not to control, determine or defenses by reason conduct, the defense of such failureThird Party Claim. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party Parent shall have the right in its sole discretion to participate in, or by giving written notice to the Indemnified Party, to assume conduct the defense of, and to settle, any such claim and the Stockholders’ Representative (or, in the event indemnification is being sought hereunder from fewer than all the Company Indemnitors, such applicable Company Indemnitor) shall not be entitled to control any negotiation of settlement, adjustment or compromise with respect to any such Third Party Claim; provided, however, that except with the consent of the Stockholders’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), no settlement of any Third-such Third Party Claim at with third party claimants shall be determinative of the Indemnifying Party’s expense and amount of Losses relating to such matter; provided further, however, that the consent of the Stockholders’ Representative with respect to any settlement of any such Third Party Claim shall be deemed to have been given unless the Stockholders’ Representative shall have objected within twenty (20) days after a written request for such consent by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defenseParent. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining Stockholders’ Representative has consented to any such Third-Party Claim in settlement, adjustment or compromise, the name and on behalf of Company Indemnitors or the Indemnified Party. The Indemnified Party consenting Company Indemnitors, as applicable, shall have the right no power or authority to participate in the defense object under any provision of any Third-Party Claim with counsel selected by it subject this Article VIII to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements amount of such counsel shall be at the expense of the Indemnified Partysettlement, adjustment or compromise.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action Proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative representative of the foregoing (a “Third-Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereofthereof (the “Claim Notice”), but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failureis prejudiced thereby. Such notice by the Indemnified Party shall describe the Third-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 reasonably be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the conduct and control of the settlement or defense of any Third-Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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) is asserted directly by or on behalf of a Person that is a material supplier, Dealer or customer of any Group Company, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third-Third Party Claim, subject to Section 8.03(b9.5(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-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-Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the settlement and defense thereof, provided that the . The fees and disbursements of such counsel shall be at the expense of the Indemnified Party. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, the Indemnified Party may, subject to Section 9.5(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. 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 records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, such management employees of the non-defending party, information and testimony, and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement Party or an Affiliate of a party to this Agreement Party or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall shall, to the extent practicable, describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s cost and expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided that such Claim does not involve (i) a conflict of interest between the Indemnifying Party or its selected counsel, on the one hand, and the Indemnified Party, on the other hand, (ii) any defenses that the Indemnified Party could make in good faith that the Indemnifying Party could not make in good faith or otherwise under applicable Law or rules of professional conduct, (iii) any request by the Third Party for an injunction (whether temporary or permanent) or other remedy in equity which if successful could reasonably be expected to adversely affect the business, assets or operations of either Buyer or its Affiliates (including the Acquired Companies). In the event that the Indemnifying Party assumes is permitted to assume the defense of any Third-Party Claim, subject to Section 8.03(b7.5(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 right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, provided that the fees Indemnified Party may, subject to Section 7.5(b), pay, compromise, defend such Third-Party Claim and disbursements seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Sellers and Buyers shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available (subject to the provisions of Section 5.4) records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket costs and 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 counsel shall be at the expense of the Indemnified PartyThird-Party Claim.

Third Party Claims. If (a) In order for a party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Third Party Claim against the Indemnified Party, such Indemnified Party must notify the Indemnitor in writing, and in reasonable detail, of the Third Party Claim promptly after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that the failure of any Indemnified Party receives to give notice promptly as required by this Section 9.5(a) shall not affect such Indemnified Party’s rights under this Section 9 except to the extent such failure is actually prejudicial to the rights and obligations of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this AgreementIndemnitor. Thereafter, the Indemnified Party shall give deliver to the Indemnifying Party reasonably prompt written notice Indemnitor, within five (5) days after the Indemnified Party’s receipt thereof, but in any event not later than thirty copies of all notices and documents (30including court papers) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice received by the Indemnified Party shall describe relating to the Third-Third Party Claim in reasonable detailClaim. Notwithstanding the foregoing, shall include copies should a party be physically served with a complaint with regard to a Third Party Claim, the Indemnified Party must notify the Indemnitor with a copy of all material written evidence the complaint within five (5) days after receipt thereof and shall indicate deliver to the estimated amount, if reasonably practicable, Indemnitor within seven (7) days after the receipt of the Loss that has been or may be sustained such complaint copies of notices and documents (including court papers) received by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice relating to the Third Party Claim (or in each case such earlier time as may be necessary to enable the Indemnitor to respond to the court proceedings on a timely basis); provided, however, that the failure of any Indemnified Party to give notice and provide documents within the time periods required by this Section 9.5(a) shall not affect such Indemnified Party’s rights under this Section 9 except to the extent such failure is actually prejudicial to the rights and obligations of the Indemnitor. For the avoidance of doubt, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party this Section 9.5 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 8.03(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining not apply with respect to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right legal proceedings relating 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 thereofTaxes, provided that the fees and disbursements of such counsel which shall be at the expense of the Indemnified Partygoverned by Section 6.12(f).

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action Third Party Claim made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is may be obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that If the Indemnifying Party assumes the defense of any Third-Third Party Claim, subject to this Section 8.03(b10.3(a), 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-Third Party Claim in the name and on behalf of the Indemnified Party. The If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall have the right to participate in the defense of any Third-Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the . 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; 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. If the Indemnifying Party elects not to 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, subject to Section 10.3(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; provided; however, that the Indemnified Party shall use its reasonable best efforts in the defense of all such claims.

Third Party Claims. If any indemnified Party (an “Indemnified Party Party”) receives notice of the assertion or commencement of any Action action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the indemnifying Party (the “Indemnifying Party Party”) is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. 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 Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 8.03(bsection 12.9(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 right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that and 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: (i) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (ii) 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. If the Indemnifying Party elects not 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 defence of such Third Party Claim, the Indemnified Party may, subject to section 12.9(b), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. The Parties shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available (subject to the provisions of section 5.8) 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-Party Claim.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative representative of the foregoing (each, a “Third-Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Third Party Claim (except to the extent the insurer under the R&W Insurance Policy assumes the defense of such Third Party Claim pursuant to and in accordance with the R&W Insurance Policy) at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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-Third Party Claim, subject to Section 8.03(b9.06(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-Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right right, at its own cost and expense, to participate in the defense of any Third-Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, provided that the fees Indemnified Party may, subject to Section 9.06(b), pay, compromise, or defend such Third Party Claim and disbursements seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. The Sellers and Purchaser shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of Section 6.02) 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 counsel shall be at the expense of the Indemnified PartyThird Party Claim.

Third Party Claims. (i) If any Indemnified Party Parent receives notice of the assertion of any Claim or the commencement of any Action made action by a third party or brought by any Person who is not Governmental Entity with respect to a party matter subject to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing 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”) against , which statement shall not be binding and may be revised, amended or modified upon notice to the Indemnifying Party. The failure of Parent 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 with respect Notice, the Indemnifying Parties shall have the right, but not the obligation, by providing written notice to which Parent within forty-five (45) days of delivery of the Third Party Notice, to conduct and control through reputable counsel of its own choice (subject to the approval of Parent, such approval not to be unreasonably withheld, conditioned or delayed) the defense, compromise or settlement (subject to the requirements set forth in Section 8.4(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 provide indemnification under this Agreementindemnify Parent or is otherwise liable to pay for such fees and expenses pursuant to Section 8.2(a) or Section 8.2(b), the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereofas applicable; provided, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason must conduct the defense of such failure. Such notice by the Indemnified Party shall describe the Third-Third Party Claim actively and diligently in reasonable detailorder to preserve its rights in this regard; and provided, shall include copies of all material written evidence thereof and shall indicate further, that the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have not be entitled to conduct and control the right defense thereof if such Third Party Claim, based on the remedy sought, (i) would reasonably be expected to participate inresult in an equitable order, judgment or term that would restrict the future activity of, or result in a material and adverse impact on, the ongoing business of the 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 giving written notice a Governmental Entity. 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 Indemnified PartyIndemnifying Party has elected to conduct and control the defense, compromise or settlement thereof; provided, that, if Parent reasonably determines that the interests of Indemnifying Party and Parent are in material conflict with one another such that the Indemnifying Party could not adequately represent the interests of Parent, then the Indemnifying Party shall also pay the reasonable and documented fees and expenses of one separate counsel of Parent 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, in either case within such forty-five (45) day period, or if the Indemnifying Party is not entitled to assume the defense of any Third-Party Claim at such claim in accordance with this Section 8.4(b), then the Indemnifying Party’s expense Party shall pay the reasonable and by documented expenses of counsel for Parent as incurred to the extent the Indemnifying Party’s own counselParty is obligated to indemnify Parent for such fees and expenses pursuant to Section 9.2(a) or Section 9.2(b), and the Indemnified Party shall cooperate in good faith in such defense. In the event as applicable; provided, however, that the Indemnifying Party assumes the defense of any Third-Party Claim, subject shall not be required to Section 8.03(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, provided that pay the fees and disbursements of such counsel shall be at the expense of the more than one firm for all Indemnified Party.Parties in any claim. 93

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than Within thirty (30) calendar days after following the receipt of such notice of such Third-a Third Party Claim, and in any event within the period necessary to respond to such pleading, if applicable, the party receiving the notice of the Third Party Claim shall (i) notify Parent of the existence of such Third Party Claim setting forth with reasonable specificity the facts and circumstances of which such party has received notice, and (ii) specifying the basis hereunder upon which the Indemnitee's claim for indemnification is asserted. As used herein, "Third Party Claim" shall mean any claim, action, suit, proceeding, investigation, or like matter which is asserted or threatened by any party other than the parties hereto, their successors and permitted assigns, against an Indemnitee. The failure to give deliver the notice described in the first sentence of this Section 9.10(b) within the time frame required shall relieve Parent of any liability with respect to such prompt written notice Third Party Claim. Each Indemnitee shall, upon reasonable notice, tender the defense of a Third Party Claim to Parent if so requested by Parent in writing. Then, except as hereinafter provided, such Indemnitee shall not, howeverand Parent shall, relieve have the Indemnifying right to contest, defend, litigate or settle such Third Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failureClaim. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party Each Indemnitee shall have the right to be represented by counsel and to participate inat its own expense in any such contest, defense, litigation or settlement conducted by Parent. Parent shall have the exclusive right to contest and defend the Third Party Claim and shall have the right, upon receiving the prior written approval of such Indemnitee (which shall not be unreasonably withheld) and which shall be deemed automatically given if a response has not been received within the ten (10) day period following a written request for such consent), to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable. If an Indemnitee is entitled to indemnification against a Third Party Claim, and Parent fails to accept a tender of, or by giving written notice to the Indemnified Partyassume, to assume the defense of any Third-a Third Party Claim at pursuant to this Section 9.10(b), such Indemnitee shall have the Indemnifying Party’s expense and by the Indemnifying Party’s own counselright, and the Indemnified Party shall cooperate without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith in and upon the advice of counsel, to contest, defend, litigate and settle such defense. In the event that the Indemnifying Party assumes the defense of any Third-Third Party Claim, subject to Section 8.03(b)either before or after the initiation of litigation, it shall have the right to take at such action time and upon such terms as it such Indemnitee deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name fair 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 thereofreasonable, provided that written notice of its intention to settle is given to Parent at least ten (10) days prior to settlement. If, pursuant to this Section 9.10(b), such Indemnitee so contests, defends, litigates or settles a Third Party Claim for which it is entitled to indemnification hereunder as hereinabove provided, such Indemnitee shall be reimbursed by Parent for the reasonable attorneys' fees and disbursements other expenses of such counsel shall be at defending, contesting, litigating and/or settling the expense Third Party Claim which are incurred from time to time, forthwith following the presentation to Parent of the Indemnified Partyitemized bills for said attorneys' fees and other expenses.

Third Party Claims. If (a) 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 made action or brought proceeding by any Person who is not a party to this Agreement or an Affiliate affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-"Third Party Claim”") against such Indemnified Party with respect to which the an Indemnifying Party is obligated to provide indemnification under this AgreementParty, the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar within 30 days after receipt learning of such notice of claim (or within such Third-Party Claim. The failure shorter time as may be necessary to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only a reasonable opportunity to the extent that the Indemnifying Party forfeits rights or defenses by reason of respond to 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 Partyclaim). The Indemnifying Party shall have the right to participate inright, or by giving upon written notice to the Indemnified PartyParty (the "Defense Notice") within 15 days after receipt from the Indemnified Party of notice of such claim, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and which Defense Notice by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in specify the counsel it will appoint to defend such defense. In the event that the Indemnifying Party assumes claim ("Defense Counsel"), to conduct at its expense the defense of any Third-Party Claimagainst such claim in its own name, subject to Section 8.03(b), it shall have the right to take such action as it deems or if 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 ; provided, however, that the Indemnified Party shall have the right to participate approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed, and in the defense of any Third-Party Claim with counsel selected by it subject to event the Indemnifying Party’s right to control Party and the defense thereof, provided that the fees and disbursements of Indemnified Party cannot agree upon such counsel within 10 days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be at the expense of subject again to the Indemnified Party's approval which approval shall not be unreasonably withheld or delayed. If the parties still fail to agree on the Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) 30 calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses is harmed 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. 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 Third-Third- Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is a Transferor, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third-Party Claim that seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b11.04(c), 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. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided that in this Agreement, or fails to diligently prosecute the fees and disbursements defense of such counsel Third-Party Claim, the Indemnified Party may, subject to Section 11.04(c), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Transferors and ParentCo shall be at 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 (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the Indemnified Partynon-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. 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 Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 8.03(b9.04(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, provided that the . 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; 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 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, subject to Section 9.04(b), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. The Parties 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 (other than reimbursement of actual out-of-pocket expenses) to the defending Party, management employees of the non-defending Party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim.

Third Party Claims. If any Indemnified Party Person entitled to receive indemnification under this Agreement (an “Indemnitee”) receives notice of the assertion or commencement of any Action made or brought Claim by any Person who is not neither a party Party to this Agreement or nor an Affiliate of a party Party to this Agreement or a Representative of the foregoing (a “Third-Third Party Claim”) against such Indemnified Party with respect for which has or could reasonably give rise to a right of indemnification hereunder, or which the Indemnitee may claim a right to indemnification hereunder from the other Party (the “Indemnifying Party is obligated to provide indemnification under this AgreementParty”), the Indemnified Indemnitee will promptly give written notice (a “Third Party shall give Claim Notice”) of such Third Party Claim to the Indemnifying Party. Any such Third Party reasonably prompt written notice thereof, but in any event not later than thirty Claim Notice shall (30i) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-nature, facts and circumstances of the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate (ii) state the estimated amount, if reasonably practicable, amount of the Indemnifiable Loss that has been or may be sustained by the Indemnified PartyIndemnitee, if practicable, (iii) state the method and computation thereof, and (iv) contain specific reference to the provision or provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The Indemnitee shall provide the Indemnifying Party with such other information known to it or in its possession with respect to the Third Party Claim as the Indemnifying Party may reasonably request. The Indemnifying Party shall Party, at its sole cost and expense, will have the right to participate inright, or by giving upon written notice to the Indemnified PartyIndemnitee within thirty (30) days (or such earlier time as may be required by the nature of the Third Party Claim) of receiving a Third Party Claim Notice, to assume the defense of any Third-the Third Party Claim through counsel of its choice, provided, that the Indemnitee shall be entitled to retain its own counsel, at the Indemnifying Party’s expense and by expense, if (i) upon the Indemnifying Partyadvice of Indemnitee’s own counsel, and a conflict of interest exists (or would reasonably be expected to arise) that would make it inappropriate for the Indemnified Party shall cooperate in good faith in such defense. In the event that same counsel to represent both the Indemnifying Party assumes and Indemnitee in connection with a Third Party Claim, (ii) the Indemnifying Party fails to diligently prosecute the defense of any Third-the Third Party Claim, subject or (iii) such Third Party Claim (A) seeks non-monetary relief, or (B) involves criminal or quasi criminal allegations and, provided further, that if the aggregate dollar amount of the Third Party Claim, together with all other Third Party Claims of which the Indemnifying Party is aware or has received Third Party Claim Notices, and all costs and expenses reasonably estimated to Section 8.03(bbe incurred in connection with the defense thereof, would exceed the monetary limitation of the indemnification obligation applicable to such Third Party Claim (the “Indemnification Cap”), it shall have the right Indemnitee may, at its option, and to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim the extent in the name and on behalf excess of the Indemnified Party. The Indemnified Party shall have the right to participate in Indemnification Cap at its sole cost and expense, assume the defense of any Third-the Third Party Claim with counsel selected by it subject of its choice upon written notice to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements Party within fifteen (15) days of such counsel shall be at the expense of the Indemnified Partyreceiving a Third Party Claim Notice.

Third Party Claims. If any Indemnified Party receives notice of (a) In the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate event Parent becomes aware of a third-party to this Agreement claim which Parent believes may result in a claim against the Holdback Shares by or on behalf of a Representative of the foregoing Parent Indemnified Person (a “Third-Third Party Claim”) against such Indemnified Party with respect to which ), Parent shall notify the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but Stockholders’ Representative in any event not later than thirty (30) calendar days after receipt writing of such notice Third Party Claim (such notice, a “Notice of such Third-Party Claim”). The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party Stockholders’ Representative shall have ten (10) days from the right date on which it received the Notice of Claim (the “Defense Review Period”) to participate in, or by giving written notice to the Indemnified Party, notify Parent that it desires to assume the defense or prosecution of any Third-such Third Party Claim and any litigation resulting therefrom with counsel reasonably acceptable to Parent and at the Indemnifying Party’s sole cost and expense and by of the Indemnifying Party’s own Company Stockholders (a “Third Party Defense”). If the Stockholders’ Representative assumes the Third Party Defense in accordance herewith, (i) Parent may retain separate co-counsel, 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 8.03(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, provided that but the fees and disbursements expenses of such counsel shall not be at the expense of the Indemnified PartyCompany Stockholders; (ii) the Stockholders’ Representative 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 Parent which shall not be unreasonably withheld, conditioned or delayed; (iii) the Stockholders’ Representative shall conduct the Third Party Defense actively and diligently and provide copies of all correspondence and related documentation in connection with the Third Party Defense (for the avoidance of doubt, in each case limited to correspondence and documentation between the Stockholders’ Representative and such third party claimant) to Parent; and (iv) Parent will provide reasonable cooperation in the Third Party Defense. Notwithstanding the foregoing, if (x) the Third Party Claim involves a criminal proceeding against Parent or (y) the party that made or filed the third-party claim seeks an injunction against Parent or the Surviving Corporation that (1) in the reasonable opinion of counsel for Parent, is reasonably likely to be obtained and (2) if obtained, is reasonably likely to have a material adverse effect on the business or results of operation of Parent or the Surviving Corporation, then counsel for the Parent shall be entitled, if the Parent so elects, to conduct the defense to the extent reasonably determined by such counsel to protect the interests of the Parent, at the expense of the Company Stockholders.

Third Party Claims. (a) If a claim by a third party is made against any Indemnified Party receives notice with respect to which the Indemnified Party intends to seek indemnification hereunder for any Loss under this Article VIII, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, but the assertion or commencement failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any Action made liability that it may have to any Indemnified Party, except to the extent that the defense of such action is actually and materially prejudiced by the Indemnified Party’s failure to give such notice. The Indemnifying Party shall have the right, but not the obligation, to conduct and control, through counsel of its choosing reasonably acceptable to the Indemnified Party, any such third-party claim, action, suit or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing proceeding (a “Third-Party Claim”), and the Indemnifying Party may compromise or settle the same; provided, however, that the Indemnifying Party shall give the Indemnified Party advance notice of any proposed compromise or settlement and in no event shall the Indemnifying Party compromise or settle any Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, unless such compromise or settlement (i) against provides for no relief other than the payment of monetary damages borne solely by the Indemnifying Party, (ii) does not include any admission of wrongdoing or violation of Law on the part of the Indemnified Party or its Affiliates and (iii) includes as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all Liability in respect thereof; provided, further, that, notwithstanding the foregoing, the Indemnifying Party shall only be entitled to direct the defense (A) for so long as the Indemnifying Party conducts the defense in an active and diligent manner, (B) if the Third-Party Claim is not in respect of any matter involving potential criminal liability and does not seek as a remedy the imposition of an equitable remedy that, if granted, would be binding upon the Indemnified Party or any of its Affiliates, (C) if the Third-Party Claim is in respect of an indemnification claim by any Purchaser Indemnitee pursuant to Section 8.2(i) or Section 8.2(iii) or any Seller Indemnitee pursuant to Section 8.3(i) and such Third-Party Claim is reasonably expected to result in Losses less than 50% of which would be in excess of the Cap, (D) if the Indemnified Party does not have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnifying Party and (E) with respect to any matter if the Indemnified Party shall not have been advised by outside counsel that there would be an actual conflict of interest between the Indemnifying Party and the Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. 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 Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 8.03(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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Partymatter.

Third Party Claims. If In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the “Indemnified Party”), notice shall be given by the Indemnified Party receives notice of to the assertion or commencement of any Action made or brought by any Person who is not a party required to this Agreement or an Affiliate of a party to this Agreement or a Representative of provide indemnification (the foregoing (a “Third-Party ClaimIndemnifying Party”) against as soon as practicable after such Indemnified Party with respect has actual knowledge of any claim as to which the Indemnifying Party is obligated to provide indemnification under this Agreementindemnity may be sought, and the Indemnified Party shall give permit the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt at the expense of such notice Indemnifying Party) to assume the defense of such Third-Party Claim. The failure to give such prompt written notice shall notany third party claim or any litigation with a third party resulting therefrom; provided, however, that (a) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), (b) the Indemnified Party may participate in such defense at such Indemnified Party’s expense (which shall not be subject to reimbursement hereunder except as provided below), and (c) the failure by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations, obligation under this Agreement except and only to the extent that the such Indemnifying Party forfeits rights or defenses by reason is actually and materially damaged as a result of such failurefailure to give notice. Such notice Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a general release from any and all liability with respect to such claim or litigation. If the Indemnified Party shall describe in good faith determine that the Third-Party Claim in reasonable detail, shall include copies conduct of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party’s own counsel, and Party might be expected to affect adversely the ability of the Indemnified Party shall cooperate in good faith in such defense. In to conduct its business, or that the event Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party assumes in respect of such claim or any litigation relating thereto, the defense of any Third-Party Claim, subject to Section 8.03(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 at all times to participate take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party; provided, however, that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. If the Indemnifying Party does not accept the defense of any matter as above provided within thirty (30) days after receipt of the notice from the Indemnified Party described above, the Indemnified Party shall have the full right to defend against any such claim or demand at the sole cost of the Indemnifying Party and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall reasonably cooperate in the defense of any Third-Party Claim with counsel selected by it claim or litigation subject to this Article X and the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements records of such counsel each shall be at reasonably available to the expense of the Indemnified Partyother with respect to such defense.

Third Party Claims. If any Indemnified Party a party entitled to indemnification pursuant to Section 10.2(a) or Section 10.2(b) (the “Indemnitee”) receives notice of the assertion or commencement of any Action made or brought by any Person a person who is not a party to this Agreement of any claim or an Affiliate of the commencement by any such person of any action or proceeding (a “Third Party Claim”) with respect to which another party to this Agreement or a Representative of (the foregoing (a “Third-Party ClaimIndemnifying Party”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreementindemnification, the Indemnified Party Indemnitee shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days thereof promptly after receipt the Indemnitee has actual knowledge of such notice of such Third-Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the amount (estimated amount, if reasonably practicable, necessary) of the Indemnifiable Loss that has been or may be sustained by the Indemnified PartyIndemnitee. The If, within fifteen (15) days after its receipt of Indemnitee’s notice of such Third Party Claim, the Indemnifying Party shall have the right to participate in, or by giving provides a written notice to the Indemnified Indemnitee that it will indemnify and hold the Indemnitee harmless from all Indemnifiable Losses related to such Third Party Claim and acknowledging that any losses that may be assessed against the Indemnitee in connection with such Third Party Claim constitute loses for which the Indemnitee shall be indemnified pursuant to this Article 10, the Indemnitee shall permit the Indemnifying Party (at the expense of such Indemnifying Party, ) to assume the defense of any Third-such Third Party Claim or any litigation with a third party resulting therefrom; provided, however, that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be subject to the approval of the Indemnitee, (ii) the Indemnitee may participate in such defense at the Indemnitee’s expense, (iii) the Indemnitee’s failure to give notice of the Third Party Claim to the Indemnifying Party’s expense Party as provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement except, and only to the extent that, as a result of such failure to give notice, the defense against such claim is materially impaired, and (iv) the fees and expenses incurred by the Indemnitee prior to the assumption of a Third Party Claim hereunder by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that be borne by the Indemnifying Party assumes Party. Except with the defense of any Third-Party Claim, subject to Section 8.03(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 prior written consent of the Indemnified Indemnitee, no Indemnifying Party. The Indemnified Party shall have the right to participate , in the defense of any Third-Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnitee or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a general release from any and all liability with respect to such Third Party Claim. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of the defense against a Third Party Claim if (1) the claim for indemnification relates to or arises in connection with any criminal or quasi criminal proceeding, action, indictment, allegation or investigation; (2) the claim seeks an injunction, specific performance or any other equitable or non-monetary relief against the Indemnitee; (3) the Indemnitee reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to or materially injure the Indemnitee’s reputation or future business prospects; (4) the Indemnitee has been advised by counsel selected by it subject that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnitee; or (5) the Indemnifying Party fails to vigorously prosecute or defend such claim. If the Indemnifying Party does not accept the defense of a Third Party Claim within thirty (30) days after receipt of the written notice thereof from the Indemnified Party described above, or fails to notify the Indemnitee of its election as herein provided to accept or reject the defense of such Third Party Claim, the Indemnitee shall have the full right to defend against any such claim or demand and may pay, compromise, or defend such Third Party Claim without waiving its claim for indemnification hereunder. In any event, the Indemnifying Party and the Indemnitee shall reasonably cooperate in the defense of any Third Party Claim and the records of each shall be reasonably available to the other with respect to such defense., the Indemnitee Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee shall settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnitee and the Indemnifying Party may each participate, at its own expense, in the defense of such Third Party Claim. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available on a reasonable basis to the Indemnifying Party’s right Party any personnel or any books, records, or other documents within its control that are necessary for such defense. If the Indemnifying Party objects to control the defense thereofliability for indemnification hereunder in respect of a Third Party Claim as to which Indemnitee has notified Indemnifying Party (a “Protested Claim”) hereunder, provided that the fees and disbursements such Protested Claim shall be submitted to arbitration pursuant to Article 12 hereof for determination of such counsel Claim’s status as an Indemnifiable Loss hereunder. Any decision of the arbitrator or arbitration panel as to the Protested Claim shall be at final and binding on the expense of the Indemnified Partyparties hereto.

Third Party Claims. If If, prior to the expiration of the applicable survival period set forth in Section 8.01, any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Indemnified Party is obligated to provide seeking indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) 30 calendar days after receipt of such notice of such Third-Third Party ClaimClaim (it being understood that any notice of the assertion or commencement of a Third Party Claim delivered by an Indemnified Party to an Indemnifying Party after the expiration of the applicable survival period set forth in Section 8.01 shall be barred from indemnity under this Agreement). The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party receives notice of the Third Party Claim after the expiration of the applicable survival period set forth in Section 8.01 or the Indemnifying Party forfeits rights or defenses or is otherwise materially prejudiced by reason of such failure, and the Indemnifying Party’s indemnification obligation with respect to any Third Party Claim for which the Indemnifying Party is not so relieved shall survive until the final resolution of such Third Party Claim. Such notice by the Indemnified Party shall describe the Third-Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counselcounsel that is reasonably satisfactory to the Indemnified Party, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is any Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third-Third Party Claim, subject to Section 8.03(b8.05(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-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-Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the . 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; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Parties shall be liable for the reasonable fees and expenses of one counsel to all Indemnified Parties in respect of each Third Party Claim for which indemnification is sought hereunder 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, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Sellers and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of Section 5.01) 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 Party Claim.

Third Party Claims. If any The Indemnifying Party (through the Stockholder’s Representative in the event the Indemnified Party receives notice of is a Company Indemnified Party) shall be entitled, at its own expense, to assume and control the assertion or commencement defense of any Action made or brought Claims based on claims asserted by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing third parties (a “Third-Third Party ClaimClaims”) against such Indemnified Party with respect to which ), through counsel chosen by the Indemnifying Party is obligated (or in the case of the Company Indemnified Parties, by the Stockholder’s Representative), if it gives written notice of its intention to provide indemnification under this Agreement, do so to the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than Parties within thirty (30) calendar days after of the receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall notthe applicable Claim Notice; provided, however, relieve that the Indemnifying Indemnified Parties may at all times participate in such defense at their expense provided, further, that if any such Third Party Claim relates to Taxes of its indemnification obligationsCosmos, except and only any Cosmos Subsidiary or any JV Entity or seeks non-monetary damages or asserts damages in excess of the Indemnity Holdback Amount against a Company Indemnified Party, then, notwithstanding anything in this Agreement to the extent that contrary, the Indemnifying Party forfeits rights Company (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, a Subsidiary of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party Company) shall have the right to participate incontrol any such Third Party Claim. Without limiting the foregoing, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes exercises the right to undertake any such defense of any Third-against a Third Party Claim, subject to Section 8.03(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 cooperate with the right Indemnifying Party in such defense and make available to participate in the defense of any Third-Indemnifying Party Claim with counsel selected (unless prohibited by it subject to Law), at the Indemnifying Party’s right expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. No compromise or settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Indemnifying Party (or in the case of the Company Indemnified Parties, the Stockholder’s Representative), on the other hand, without the other’s consent (which shall not be unreasonably withheld or delayed) unless (a) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party and (b) each Indemnified Party that is party to control the defense thereof, such claim is released from all liability with respect to such claim provided that the fees and disbursements Stockholder’s Representative shall be deemed to have consented to any proposed compromise or settlement to which he has not objected to by written notice within 30 days after notice of such counsel shall be at the expense of the proposed compromise or settlement was provided by a Company Indemnified Party.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action Proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative representative of the foregoing (a “Third-Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failureis actually and materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Third-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 reasonably be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the conduct and control of the settlement or defense of any Third-Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Contributor, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third-Third Party Claim, subject to Section 8.03(b9.5(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-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-Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the settlement and defense thereof, provided that the . 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; 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 one counsel to the Indemnified Party. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, the Indemnified Party may, subject to Section 9.5(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. Contributor and Acquiror 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 (other than reimbursement of actual out-of-pocket expenses) to the defending party, such management employees of the non-defending party, information and testimony, and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. 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 Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 8.03(b8.04(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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

Third Party Claims. (a) If any Indemnified Party receives notice of the assertion a claim, action, suit or commencement of any Action made or brought proceeding by any a Person who is not a party to this Agreement hereto or an Affiliate of a party to this Agreement or a Representative of the foregoing thereof (a “Third-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 VIII, such Indemnified Party with respect shall promptly give written notice setting forth in reasonable detail the allegations set forth in such Third Party Claim (“Notice of Claim”) to which the Indemnifying party hereto obligated to indemnify such Indemnified Party (such notified party, the “Responsible Party”); provided, however, 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 obligated to provide indemnification under this Agreement, the Indemnified actually prejudiced thereby. The Responsible Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than have thirty (30) calendar days after receipt of such notice to assume the conduct and control, at the expense of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicableResponsible Party, of the Loss that has been settlement or may be sustained by the Indemnified Party. 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 Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counselthereof, and the Indemnified Party shall cooperate with the Responsible Party in good faith in such defense. In the event connection therewith; provided, however, that the Indemnifying Responsible Party assumes the defense of any Third-Party Claim, subject to Section 8.03(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 permit the Indemnified Party. The Indemnified Party shall have the right to participate in the such settlement or defense of any Third-through counsel chosen by such Indemnified Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that (the fees and disbursements expenses of such counsel shall be at borne by such Indemnified Party). Any such assumption of the expense conduct and control of the settlement or defense shall not be deemed to be an admission by the Responsible Party that the Third Party Claim is within the scope of the Responsible Party’s indemnification obligations hereunder and shall not be deemed an assumption of liability and Losses by the Responsible Party with respect to such Third Party Claim. If the Responsible Party elects not to assume the conduct and control of the settlement or defense of such Third Party Claim, then the Indemnified Party shall (i) permit the Responsible Party to participate in such settlement or defense through counsel chosen by such Responsible Party (the fees and expenses of such counsel shall be borne by such Responsible Party), and (ii) otherwise defend such claim diligently, in good faith and in a commercially reasonable manner. Notwithstanding anything in this Agreement to the contrary, whether or not the Responsible Party shall have assumed the conduct or control of the defense or settlement of a Third Party Claim, no Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the Responsible Party, such consent not to be unreasonably withheld, delayed or conditioned. Notwithstanding any right of the Responsible Party to assume the conduct and control of the settlement and defense of any Third Party Claim hereunder, the Responsible Party shall not settle any Third Party Claim, consent to the entry of any judgment of such Third Party Claim or otherwise resolve such Third Party Claim without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, delayed or conditioned, unless the terms of such settlement, judgment or other resolution involves solely the payment of monetary damages that are subject to indemnification pursuant to the terms set forth in this Article VIII; provided, however, that if the Indemnified Party shall not consent to any settlement, compromise or other resolution proposed by the Responsible Party, then the Responsible Party’s indemnification obligation (if any) pursuant to this Article VIII with respect to the Third Party Claim subject thereto shall in no event exceed the amount that would be required to be paid in such proposed settlement, compromise or other resolution of such Third Party Claim.

Third Party Claims. If a third party commences any action or makes any demand against any Indemnified Party receives notice of the assertion or commencement of any Action made or brought for which such Indemnified Party is entitled to indemnification by any Person who is not a party to this Agreement (such Person, the “Indemnifying Party”) under Section 7.1 or an Affiliate of a party to this Agreement or a Representative of the foregoing Section 7.2 (a “Third-Party Claim”) against ), such Indemnified Party will promptly notify the applicable Indemnifying Party in writing of such action or demand; provided, however, that if the Indemnified Party assumes the defense of the action and fails to provide prompt notice to the applicable Indemnifying Party, such failure shall not limit, in any way, the obligation of the applicable Indemnifying Party to indemnify the Indemnified Party, except to the extent that such failure materially prejudices the ability of the applicable Indemnifying Party to defend the action. The Indemnifying Party, with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure , may, at its own expense and without limiting its obligation to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by indemnify the Indemnified Party shall describe (i) participate in the Third-defense of such action with counsel reasonably satisfactory to the Indemnified Party Claim in reasonable detail, shall include copies or (ii) assume the defense of all material written evidence thereof and shall indicate the estimated amount, if such action with counsel reasonably practicable, of the Loss that has been or may be sustained by acceptable to the Indemnified Party. The In any event, the applicable Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes has assumed the defense of any Third-Party Claim, subject to Section 8.03(b)such Indemnifying Party shall provide the applicable Indemnifying Parties with copies of all notices, it shall have pleadings, and other papers filed or served in such action. If the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to Indemnifying Party assumes the defense of any such Third-Party Claim Claim, the Indemnified Party must consent in writing to the name entry of any settlement or compromise in respect thereof (which consent shall not be unreasonably withheld or delayed) that attributes liability to the Indemnified Party and if an Indemnified Party does not consent to the settlement or compromise within a reasonable time under the circumstances (which “reasonable time” shall in no event be less than five (5) Business Days following the date on behalf which the Indemnified Party receives a written request for such consent, together with a written instrument setting forth all of the Indemnified Party. The material terms of such settlement or compromise), the Indemnifying Party shall not thereafter be obligated to indemnify the Indemnified Party shall have the right to participate in the defense respect of any such Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements for any amount in excess of such counsel shall be at the expense of the Indemnified Partyproposed settlement or compromise.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) 30 calendar days after receipt of such notice of such Third-Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses or is otherwise prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Third Party Claim at the Indemnifying Party’s sole cost and expense and by the Indemnifying Party’s own counselcounsel (subject to approval by the Indemnified Party which such approval shall not be unreasonably withheld, conditioned or delayed), 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-Third Party Claim, subject to Section 8.03(b8.5(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-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-Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the . The fees and disbursements of such counsel shall be at the sole cost and expense of the Indemnified Party. If the Indemnifying Party elects not 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, subject to Section 8.5(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Company Parent and Investor shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of Section 5.6) 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 Party Claim.

Third Party Claims. If any Indemnified Party Within fifteen (15) Business Days after an Indemnitee receives written notice of any third party claim or the assertion or commencement of any Action made or brought action by any Person who third party which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall, if a claim in respect thereof is not a party to this Agreement or be made against an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification Indemnitor under this AgreementArticle VII, notify such Indemnitor in writing in reasonable detail of such claim or action and include with such notice copies of all notices and documents (including court papers) served on or received by the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after Indemnitee from such third party. Upon receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice notice, the Indemnitor shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right entitled to participate in, in such claim or by giving written notice to the Indemnified Partyaction, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, and to settle or compromise such claim or action, provided that such settlement or compromise shall be effected only with the consent of any Third-Party Claim at the Indemnifying Party’s expense and by Indemnitee, which consent shall not be unreasonably withheld or delayed, if (i) the Indemnifying Party’s own counselsettlement is other than for monetary damages, and the Indemnified Party shall cooperate remedies, in good faith in such defense. In the event Indemnitee’s reasonable judgment, could adversely affect it, or (ii) the Indemnitor has not agreed that the Indemnifying Party assumes claim with respect thereto is a fully indemnifiable claim hereunder, or (iii) the Indemnitee has elected to be represented by separate counsel pursuant to clauses (i)-(iii) in the following sentence. After notice to the Indemnitee of the Indemnitor’s election to assume the defense of any Third-Party Claim, subject such claim or action (which notice shall include an acknowledgement that the Indemnitee is entitled to Section 8.03(bindemnification hereunder for such claim), the Indemnitor shall not be liable to the Indemnitee under this Article VII for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation, unless the Indemnitee employs separate counsel, which it shall have the right to take do if either (i) such claim or action as involves remedies other than monetary damages and such remedies, in the Indemnitee’s reasonable judgment, could adversely affect such Indemnitee, (ii) the Indemnitee may have available to it deems necessary to avoidone or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnitor, disputeor (iii) such claim or action is brought by a Governmental Authority, defend, appeal or make counterclaims pertaining to and in any such Third-Party Claim in event the name fees and on behalf expenses of such separate counsel shall be paid by the Indemnified PartyIndemnitor. The Indemnified Party shall have If the right Indemnitor does not elect to participate in assume the defense of any Third-Party Claim with counsel selected such claim or action within fifteen (15) Business Days of the Indemnitee’s delivery of notice of such a claim or action by it subject delivery of a written notice assuming control of the defense, the Indemnitee shall be entitled to the Indemnifying Party’s right to control assume the defense thereof, provided . Unless it has been conclusively determined through a final judicial determination (or settlement tantamount thereto) that the fees Indemnitor is not liable to the Indemnitee under this Article VII, the Indemnitee shall act reasonably and disbursements of in accordance with its good faith business judgment with respect to such counsel defense, and shall be at not settle or compromise any such claim or action without the expense consent of the Indemnified PartyIndemnitor, which consent shall not be unreasonably withheld or delayed. The Parties hereto agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such claim or action, including making employees available on a mutually convenient basis to provide additional information and explanation of any relevant materials or to testify at any proceedings relating to such claim or action.

Third Party Claims. If Promptly after the receipt by any party entitled ------------------ to indemnification (the "Indemnified Party receives Party") pursuant to this ----------------- Section 6 or notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) action against such Indemnified Party by a third party, such Indemnified Party shall, if a claim with respect thereto is to which the Indemnifying Party is be made against any party obligated to provide indemnification under (the "Indemnifying Party") pursuant to this Agreement------------------ Section 6, the Indemnified Party shall give the such Indemnifying Party reasonably prompt written notice thereof, but thereof in any event not later than thirty (30) calendar days after receipt reasonable detail in light of the circumstances then known to such notice of such Third-Party ClaimIndemnified Party. The failure to give such prompt written notice shall not, however, not relieve the any Indemnifying Party of its indemnification obligationsfrom any obligation hereunder except where, except and only then solely to the extent that that, such failure actually and materially prejudices the Indemnifying Party forfeits rights or defenses by reason of such failureIndemnifying Party. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate indefend such claim, or by giving written notice at such Indemnifying Party's expense and with counsel of its choice reasonably satisfactory to the Indemnified Party, to assume provided that the Indemnifying Party conducts the defense of any Third-Party Claim at the Indemnifying Party’s expense such claim actively and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defensediligently. In the event that If the Indemnifying Party assumes the defense of any Third-Party Claimsuch claim, subject to Section 8.03(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 Party agrees to reasonably cooperate in such defense so long as the Indemnified Party shall have is not materially prejudiced thereby. So long as the right to Indemnifying Party is conducting the defense of such claim actively and diligently, the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim, and neither any Third-Indemnifying Party Claim nor any Indemnified Party will consent to the entry of any judgment or enter into any settlement with counsel selected by respect to such claim without the prior written consent of the other, which consent will not be unreasonably withheld. In the event the Indemnifying Party does not or ceases to conduct the defense of such claim actively and diligently, (w) the Indemnified Party may defend against such claim in any manner it subject may reasonably deem to be appropriate, (x) upon receiving the prior written consent of the Indemnifying Party’s right , which consent will not be unreasonably withheld, the Indemnified Party may consent to control the defense thereofentry of any judgment or enter into any settlement with respect to such claim, provided that (y) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against such claim, including reasonable attorneys' fees and disbursements expenses, and (z) the Indemnifying Party will remain responsible for any Losses the Indemnitee may suffer as a result of such counsel shall be at claim to the expense of the Indemnified Partyfull extent provided in this Section 6.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not third party asserts a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing Claim (a “Third-Party Claim”) against such an Indemnified Party with respect that could reasonably be expected to which give rise to a right on the Indemnifying part of the Indemnified Party is obligated to provide indemnification under this AgreementArticle XII, the Indemnified Party shall give notice of such Third-Party Claim to the Indemnifying Holder Representative (in the case of a Third-Party reasonably prompt written notice thereof, Claim asserted against a Parent Indemnified Party) or the Parent (in the case of a Third-Party Claim asserted against a Holder Indemnified Party) as soon as practicable (but in any no event not later than thirty (30) calendar days ten Business Days after receipt of such receiving written notice of such Third-Party Claim. The failure ), and the Indemnifying Party shall have the right to give assume the defense of such prompt written notice shall notThird-Party Claim; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of its indemnification obligationsfrom any liability that the Indemnifying Party may have hereunder with respect to such Third-Party Claim, except and only to the extent that the Indemnifying Party forfeits is materially prejudiced as a result of such failure, including where the failure to so notify the Indemnifying Party results in material Losses to the Indemnifying Party or the forfeiture of substantive rights or defenses by reason that would otherwise be available in the defense of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detailClaim; and provided, shall include copies of all material written evidence thereof and shall indicate further that the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall not have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and asserted by the Indemnifying Party’s own counsel, and or on behalf of a Governmental Authority or any Third-Party Claim seeking injunctive relief if the Indemnified Party shall cooperate determines in good faith that such action would reasonably be expected to have a material adverse effect on the conduct of its business or future operations (other than as the result of the payment of any damages in respect of such defenseThird-Party Claim). In the event that If the Indemnifying Party assumes elects not to assume the defense, is not entitled to assume the defense of or fails to assume the defense in a timely manner, then the Indemnified Party may employ counsel reasonably satisfactory to the Indemnifying Party to represent or defend it against any such Third-Party Claim, and, subject to Section 8.03(b)12.4, it shall have the right to take reasonable out-of-pocket attorney’s fees and other out-of-pocket costs incurred by the Indemnified Party for such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim counsel and defense will be included in the name Indemnified Party’s Losses; provided, however, that the Indemnified Party’s Losses shall not, in connection with any Legal Proceeding or separate but substantially similar Legal Proceedings arising out of the same general allegations, include the fees and on behalf expenses of more than one separate firm of attorneys at any time for all Indemnified Persons, except to the extent that local counsel, in addition to its regular counsel, is required, in the reasonable judgment of the Indemnified Party, in order to effectively defend against such Legal Proceeding. The If the Indemnifying Party does assume the defense of a Third-Party Claim, the Indemnified Party shall have the right to participate in the defense of such Third-Party Claim at its expense. If the Indemnified Party retains its own counsel, the Indemnifying Party shall reasonably cooperate in providing information to and consulting with the Indemnified Party about the Third-Party Claim. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement with respect to any Third-Party Claim it has assumed the defense of (i) unless such settlement includes an unconditional release of the Indemnified Party for liability arising out of such claim or (ii) if such settlement imposes injunctive relief upon the Company in a manner that would adversely impact the business or future operations of the Company. Notwithstanding anything to the contrary contained herein, in no event shall the Indemnified Party consent to the entry of judgment or enter into any settlement with counsel selected by respect to a Third-Party Claim for which it subject to is seeking indemnification without the prior written consent of the Indemnifying Party’s right . In the case of any Third Party Claim as to control which the Holder Representative assumes or conducts the defense thereof, provided that the fees and disbursements of such counsel claim, the reasonable out of pocket costs and expenses of such defense shall be at the expense of the Indemnified Partypaid by each Holder, severally (in proportion to its Sharing Ratio) but not jointly.

Third Party Claims. If any In the event an Indemnified Party receives notice becomes aware of a third-party claim which the assertion or commencement of any Action made or brought by any Person who is not Indemnified Party believes may result in a party right to indemnification pursuant to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this AgreementSection 7, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereofpromptly, but and in any event not later than thirty within ten (3010) calendar days after receipt thereof, notify the Purchaser or Stockholders’ Representative, as applicable, of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except claim and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all known material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 8.03(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 Partyfacts related thereto. The Indemnified Party shall have the right in its sole discretion to defend or settle any such claim, provided that the Indemnified Party shall keep the Purchaser or Stockholders’ Representative, as applicable, advised of the status of such third-party claim and the defense thereof and allow the Purchaser or the Stockholders’ Representative to participate in such defense with counsel of its choice (and at such party’s expense). The Indemnified Party shall not consent to the entry of any judgment or enter into any settlement without the consent of the Indemnifying Party (or Stockholders’ Representative, as applicable), which consent shall not be unreasonably withheld, delayed or conditioned. In the event that the Purchaser or Stockholders’ Representative, as applicable, has consented to any such settlement, the Indemnifying Party shall have no power or authority to object under Section 7(d) or any other provision of this Section 7 to the amount of any claim by the Indemnified Party for indemnity with respect to such settlement. 38 Notwithstanding the foregoing, in the event an Indemnified Party becomes aware of a third party claim which, in the reasonable judgment of the Indemnified Party, (i) does not involve Intellectual Property of the Purchaser, and (ii) does not involve any type of injunctive relief, the Indemnified Party shall promptly notify the Indemnifying Party (or Stockholders’ Representative, as applicable), in writing, and the Indemnifying Party (or Stockholders’ Representative, as applicable), shall have the right, in its sole discretion, to assume and thereafter conduct the defense of any Third-Party Claim such claim with counsel selected by it subject of its choice reasonably satisfactory to the Indemnified Party (at the Indemnifying Party’s right expense). Neither the Indemnifying Party nor the Stockholders’ Representative will consent to control the defense thereof, provided that entry of any judgment or enter into any settlement without the fees and disbursements of such counsel shall be at the expense consent of the Indemnified PartyPurchaser or Stockholders’ Representative, as applicable, which consent shall not be unreasonably withheld, delayed or conditioned.

Third Party Claims. If any Promptly upon the receipt by a Parent Indemnified Party receives or a Company Indemnified Party (a “Covered Indemnified Party”) of any notice of the assertion or commencement of any Action made or brought by any a Person who is not a party to this Agreement or an Affiliate of hereto other than a party to this Agreement or a Representative of the foregoing claim for Taxes, which shall be governed by Article XIII (a “Third-Third Party Claim”) against ), such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Covered Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereofpromptly, but in any no event not later more than thirty (30) calendar days after following such Covered Indemnified Party’s receipt of such a Third Party Claim, give notice of such Third-Third Party Claim. The Claim to the Designated Monitor (if such Covered Indemnified Party is a Parent Indemnified Party) or to Parent and the Designated Monitor (if such Covered Indemnified Party is a Company Indemnified Party) (the party receiving such notice, the “Indemnifying Party”; it being understood, in the case of any claim by a Parent Indemnified Party, that the Designated Monitor is authorized pursuant to Article XV to act in its capacity as Designated Monitor hereunder but that the Company Stockholders, and not the Designated Monitor (in its capacity as such), are the only Persons with any Liability to the Parent Indemnified Parties under this Article XII), but the failure to give such prompt written notice shall not, however, not relieve the Indemnifying Party or any indemnitor 101 hereunder of its indemnification obligationsany Liability it may have to such Person, except and only to the extent that the Indemnifying Party forfeits rights (or defenses by reason such indemnitor) is materially prejudiced thereby. If a Covered Indemnified Party gives such notice, the Indemnifying Party, upon giving notice to such Covered Indemnified Party, will be entitled to assume the defense of such failureThird Party Claim with counsel reasonably satisfactory to the Covered Indemnified Party at the Indemnifying Party’s sole cost and expense and the Indemnifying Party will be entitled to prosecute, appeal, negotiate, resolve, settle, compromise, arbitrate or otherwise pursue such Third Party Claim, in whole or in part, subject to and in accordance with the provisions of this Agreement. Such notice If the Indemnifying Party exercises its rights to assume the defense of such Third Party Claim, the Indemnifying Party shall have no obligation to indemnify or pay for or reimburse any Covered Indemnified Party for any attorneys’ fees or expenses incurred by the Covered Indemnified Party shall describe after the Third-assumption of the defense of such Third Party Claim; provided, however, that the reasonable fees and expenses of one (1) counsel to all of the Covered Indemnified Parties involved in such Third Party Claim will be indemnifiable hereunder if, in the reasonable detailopinion of counsel to such Covered Indemnified Parties, shall include copies (i) a conflict of all material written evidence thereof interest exists between the Indemnifying Party and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been any Covered Indemnified Party or (ii) there may be sustained by legal defenses available to any Covered Indemnified Party that are different from or additional to those available to the Indemnified Indemnifying Party. The Indemnifying Party shall have agrees that it will not, without the right to participate in, or by giving prior written notice to consent of the Covered Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened Third Party Claim relating to the matters contemplated hereby if any Covered Indemnified Party is a party thereto or, to the knowledge of the Indemnifying Party or, in the case of the Company Stockholders, to the knowledge of the Designated Monitor, has been threatened to be made a party thereto, unless such settlement, compromise or consent includes an unconditional release of each such Covered Indemnified Party from all Liability arising or that may arise out of such Third Party Claim and provides solely for monetary relief satisfied or to be satisfied by the Indemnifying Party. If the Indemnifying Party does not exercise such right to assume the defense, the Covered Indemnified Party may assume the defense thereof by counsel of the Covered Indemnified Party’s choosing. Notwithstanding the foregoing, no Third Party Claim relating to Taxes may be settled, compromised or otherwise resolved without the consent of the Surviving Corporation to the extent that such settlement, compromise or other resolution would adversely affect Parent or its Subsidiaries, including the Surviving Corporation. The Indemnifying Party shall not be liable for any Losses in connection with any settlement of any Third-Third Party Claim at by the Covered Indemnified Party without the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 8.03(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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Partyprior written consent.

Third Party Claims. If any (i) In the event that the Indemnified Party receives notice or otherwise learns of the assertion or commencement of any Action made or brought by any a Person who is not a party to this Agreement member of either Group of any claim or an Affiliate the commencement of a party to this Agreement any Action (any such claim or a Representative of the foregoing (Action, a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is may be obligated to provide indemnification under this AgreementARTICLE 7, the Indemnified Party shall give written notification to the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days of the Third-Party Claim. Such notification shall be given promptly after receipt by the Indemnified Party of such notice of such Third-Party Claim. The failure , shall be accompanied by reasonable supporting documentation submitted by such third party (to give the extent then in the possession of the Indemnified Party) and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such prompt written notice shall notThird-Party Claim and the amount of the claimed Damages (to the extent they can be reasonably estimated by the Indemnified Party based on available information); provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of its indemnification obligations, any Liability or obligation hereunder except and only to the extent that the Indemnifying Party forfeits rights is prejudiced by such delay or defenses deficiency or to the extent the amount of any associated Damages is increased by reason of such failuredelay or deficiency. Such notice by If, and for so long as, (A) the Indemnifying Party notifies the Indemnified Party shall describe as soon as practicable, but in no event later than 30 days, after delivery of such notification that the Indemnifying Party does not dispute the Indemnifying Party’s obligation to indemnify hereunder and desires to defend the Indemnified Party against such Third-Party Claim, and (B) the Third-Party Claim in reasonable detail(I) does not involve criminal liability or any admission of wrongdoing, shall include copies of all (II) does not seek equitable relief or any other material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by non-monetary remedy against the Indemnified Party. The , (III) does not involve a claim which the Indemnified Party reasonably believes would have a material and adverse effect on the Indemnified Party’s business or (IV) is not one in which the Indemnifying Party is also a party and, in the opinion of the Indemnified Party’s outside counsel, joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, then except as hereinafter provided, such Indemnifying Party shall have the right to participate in, or defend against such Third-Party Claim by giving written notice appropriate proceedings with legal counsel reasonably acceptable to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and which proceedings shall be promptly settled or diligently prosecuted by the Indemnifying Party’s own counselParty to a final conclusion. During any period in which the Indemnifying Party has not so assumed control of such defense, and the Indemnified Party shall cooperate in good faith in control such defense. In the event that the Indemnifying Party assumes the defense of and is hereby authorized (but not obligated) prior to and during such period to file any Third-Party Claimmotion, subject to Section 8.03(b), it shall have the right answer or other pleading and to take such any other action as it deems which the Indemnified Party shall deem necessary or appropriate to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of protect 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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Partyinterests.

Third Party Claims. If any Indemnified Party receives notice of In the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate event Parent becomes aware of a third party to this Agreement or a Representative of the foregoing claim (a “Third-Third Party Claim”) which Parent reasonably believes may result in a demand against the Escrow Fund or for other indemnification pursuant to this Article VII, Parent shall notify the Stockholder Representative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Party, such Indemnified Indemnifying Party) of such Third Party with respect to which Claim, and the Stockholder Representative shall be entitled on behalf of the Stockholders (or, in the event indemnification is being sought hereunder directly from an Indemnifying Party, such Indemnifying Party is obligated shall be entitled), at its expense, to provide indemnification under this Agreementparticipate in, but not to determine or conduct, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt defense of such notice of such Third-Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party Parent shall have the right in its sole discretion to participate inconduct the defense of, or by giving written notice and to settle, any such Third Party Claim; provided, however, that except with the Indemnified consent of the Stockholder Representative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Party, to assume the defense such Indemnifying Party), no settlement of any Third-such Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the shall be determinative of whether an Indemnified Party shall cooperate is entitled to indemnification hereunder in good faith in respect of such defenseThird Party Claim or the amount of Losses relating to such matter. In the event that the Stockholder Representative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Party assumes Party, such Indemnifying Party) has consented to any such settlement, the defense Stockholders shall have no power or authority to object under any provision of this Article VII to the amount of any Third-claim by Parent against the Escrow Fund in respect of such Third Party Claim. In the event that the Stockholder Representative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Party, such Indemnifying Party) does not consent to any such settlement, and the Indemnified Parties wish to seek indemnification hereunder in respect of such Third Party Claim, subject to Section 8.03(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 then the Indemnified Party. The Indemnified Party Parties shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject make such indemnification claims pursuant to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Partyprocedures set forth in Section 7.4.

Third Party Claims. If any (a) Promptly following the receipt of notice of a Third Party Claim which may result in an indemnification claim under Section 5.1 or Section 5.2, the Indemnified Party receives receiving the notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Third Party Claim”) against such Indemnified Party with respect to which Claim shall notify the Indemnifying Party of its existence setting forth with reasonable specificity the facts and circumstances of which such party has received notice and specifying the basis hereunder upon which the Indemnified Party’s claim for indemnification is obligated asserted. No delay or failure on the part of the Indemnified Party initially receiving the notice of the Third Party Claim in notifying any other party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to provide indemnification under this Agreementthe extent) such Indemnifying Party thereby is materially prejudiced. The Indemnified Party shall tender the defense of a Third Party Claim to the Indemnifying Party. (b) Except as herein provided, the Indemnified Party shall give not, and the Indemnifying Party reasonably prompt written notice thereofshall, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate incontest, defend or by giving written notice litigate such Third Party Claim, with counsel of its choice reasonably satisfactory to the Indemnified Party, to so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party shall assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Third Party Claim, subject to Section 8.03(b), it shall have (ii) the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Third Party Claim involves only monetary Damages and does not seek an injunction or other equitable relief that, in the name and on behalf good faith judgment of the Indemnified Party. The , is likely to establish a precedential custom of practice materially adverse to the continuing business interests of the Indemnified Party, (iii) the Indemnifying Party shall have the right to participate acknowledges in the defense of any Third-Party Claim with counsel selected by it writing that, subject to the Indemnifying Party’s right to control reserve its rights to contest the obligation to provide indemnification hereunder, it shall indemnify the Indemnified Party from and against any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iv) if requested, the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (v) the Third Party Claim for indemnification does not relate to or arise in connection with any criminal proceeding, action, indictment, allegation or investigation, (vi) the Indemnified Party has not been advised in writing by counsel reasonably acceptable to the Indemnifying Party that an actual or potential conflict of interest exists between the Indemnified Party and the Indemnifying Party, and it would be unethical for the Indemnifying Party to defend the Indemnified Party, and (vii) the Indemnifying Party conducts the defense thereofof the Third Party Claim actively and diligently. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with clauses (i) through (vii) immediately above, the Indemnified Party shall have the right to be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party. So long as the Indemnifying Party has not lost its right to contest, defend, litigate and settle as herein provided (which shall be deemed to happen if any of clauses (i) through (vii) are no longer satisfied), the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the exclusive right, in its discretion exercised in reasonable, good faith, and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable, provided that at least three (3) Business Days prior to any such settlement, written notice of its intention to settle shall be given to the Indemnified Party and the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim unless the Indemnified Party is completely released from liability with respect to such Third Party Claim. All expenses (including attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and the Indemnifying Party fails to accept a tender of the defense of a Third Party Claim pursuant to this Section 5.5, or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in reasonable good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least three (3) Business Days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. If, pursuant to the preceding sentence, the Indemnified Party so contests, defends, litigates or settles a Third Party Claim for which it is entitled to indemnification hereunder, (i) the Indemnified Party shall be promptly and periodically reimbursed by the Indemnifying Party for the costs and reasonable attorneys’ fees and disbursements other expenses of contesting, defending, litigating and settling the Third Party Claim which are incurred from time to time, promptly following the presentation to the Indemnifying Party of itemized bills for such counsel reasonable attorneys’ fees and other expenses, and (ii) the Indemnifying Party shall be at the expense of remain responsible for any Damages the Indemnified PartyParty may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim.

Third Party Claims. (a) If a claim by a third-party is made against any Indemnified Party receives notice with respect to which the Indemnified Party intends to seek indemnification hereunder for any Loss under this ARTICLE VIII, the Indemnified Party shall promptly notify the Indemnifying Party of such claim. The Indemnifying Party shall have the assertion right, but not the obligation, to conduct and control, through counsel of its choosing, any such third party claim, action, suit or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing proceeding (a “Third-Party Claim”) against such Indemnified Party with respect to which ). If the Indemnifying Party is obligated elects to provide indemnification under this Agreementconduct and control any Third-Party Claim, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereofit shall, but in any event not later than within thirty (30) calendar days after of receipt of such notice of such Third-Party Claim, notify the Indemnified Party of its intent to do so. The failure to give such prompt written notice shall not, however, relieve If the Indemnifying Party of its indemnification obligationselects not to conduct and control any Third Party Claim, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe may conduct and control any Third-Party Claim. Notwithstanding the foregoing, if any Purchaser Indemnitee is an Indemnified Party in connection with a Third-Party Claim involving any Intellectual Property, any then current employee, any then current customer or supplier, or any Taxes, in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicableeach case, of the Loss that has been or Business, Purchaser may be sustained by control the Indemnified Partydefense of such Third Party Claim through counsel of its choosing, subject to reasonable input from Sellers, and at its own expense. The Indemnifying Party shall have permit the right Indemnified Party to participate in, but not control, the defense of any such action or by giving written notice to suit which the Indemnified Party, Indemnifying Party has elected to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and through counsel chosen by the Indemnifying Party’s own counsel; provided, however, that the fees and expenses of such counsel shall be borne by the Indemnified Party shall cooperate in good faith in such defenseIndemnifying Party. In the event that If the Indemnifying Party assumes elects not to control or conduct the defense or prosecution of any a Third-Party Claim, subject to Section 8.03(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-Indemnifying Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party nevertheless shall have the right to participate in the defense or prosecution of any Third-Party Claim with and, at its own expense, to employ counsel selected by it subject of its own choosing for such purpose. Notwithstanding anything in this Section 8.7(a) to the contrary, the Indemnifying Party’s right to control Party shall not, without the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, settle or compromise any Third-Party Claim unless the settlement or compromise involves only the payment of monetary damages. Notwithstanding anything in this Section 8.7(a) to the contrary, the Indemnified Party shall not, without the written consent of the Indemnifying Party, settle or compromise any Third-Party Claim.

Third Party Claims. If any (i) In the event that the Indemnified Party receives notice or otherwise learns of the assertion or commencement of any Action made or brought by any a Person who is not a party to this Agreement member of either Group of any claim or an Affiliate the commencement of a party to this Agreement any Action (any such claim or a Representative of the foregoing (Action, a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is may be obligated to provide indemnification under this AgreementArticle 6, the Indemnified Party shall give written notification to the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days of the Third-Party Claim. Such notification shall be given promptly after receipt by the Indemnified Party of such notice of such Third-Party Claim. The failure , shall be accompanied by reasonable supporting documentation submitted by such third party (to give the extent then in the possession of the Indemnified Party) and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such prompt written notice shall notThird-Party Claim and the amount of the claimed Damages (to the extent they can be reasonably estimated by the Indemnified Party based on available information); provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of its indemnification obligations, any Liability or obligation hereunder except and only to the extent that the Indemnifying Party forfeits rights is prejudiced by such delay or defenses deficiency or to the extent the amount of any associated Damages is increased by reason of such failuredelay or deficiency. Such notice by If, and for so long as, (A) the Indemnifying Party notifies the Indemnified Party shall describe as soon as practicable, but in no event later than 30 days, after delivery of such notification that the Indemnifying Party does not dispute the Indemnifying Party’s obligation to indemnify hereunder and desires to defend the Indemnified Party against such Third-Party Claim, and (B) the Third-Party Claim in reasonable detail(I) does not involve criminal liability or any admission of wrongdoing, shall include copies of all (II) does not seek equitable relief or any other material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by non-monetary remedy against the Indemnified Party. The , (III) does not involve a claim which the Indemnified Party reasonably believes would have a material and adverse effect on the Indemnified Party’s business or (IV) is not one in which the Indemnifying Party is also a party and, in the opinion of the Indemnified Party’s outside counsel, joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, then except as hereinafter provided, such Indemnifying Party shall have the right to participate in, or defend against such Third-Party Claim by giving written notice appropriate proceedings with legal counsel reasonably acceptable to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and which proceedings shall be promptly settled or diligently prosecuted by the Indemnifying Party’s own counselParty to a final conclusion. During any period in which the Indemnifying Party has not so assumed control of such defense, and the Indemnified Party shall cooperate in good faith in control such defense. In the event that the Indemnifying Party assumes the defense of and is hereby authorized (but not obligated) prior to and during such period to file any Third-Party Claimmotion, subject to Section 8.03(b), it shall have the right answer or other pleading and to take such any other action as it deems which the Indemnified Party shall deem necessary or appropriate to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of protect 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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Partyinterests.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) 30 calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses or is otherwise prejudiced 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. 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 Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, Seller shall not have the right to defend or direct the defense of any such Third Party Claim that seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b8.05(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, provided that the . 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 which the Indemnifying Party is unable to or refuses to assert; 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 necessary or appropriate. If the Indemnifying Party elects not 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, subject to Section 8.05(b), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. 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 (subject to the provisions of Section 4.06) 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-Party Claim.

Third Party Claims. If any Indemnified The obligations and liabilities of an Indemnifying Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to under this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party Article V with respect to which Liabilities arising from claims of any third party that are subject to the Indemnifying indemnification provisions provided for in this Article V (“Third Party is obligated to provide indemnification under this Agreement, Claims”) shall be governed by and contingent upon the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claimfollowing additional terms and conditions. The failure Indemnitee at the time it gives a Notice of Claim to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent Third Party Claim shall advise the Indemnifying Party that the Indemnifying Party forfeits rights or defenses by reason shall be permitted, at its option, to assume and control the defense of such failureThird Party Claim at its expense and through counsel of its choice reasonably satisfactory to the Indemnitee if (i) it gives written notice of its intention to do so to the Indemnitee within 20 days of its receipt of the Notice of Claim; (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief; (iii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnitee, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnitee; and (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. Such notice In the event the Indemnifying Party exercises its right to undertake the defense against any such Third Party Claim as provided above, the Indemnitee shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses and Information in its possession or under its control relating thereto as is reasonably required by the Indemnified Indemnifying Party, and the Indemnitee may participate by its own counsel and at the cost and expense of the Indemnifying Party shall describe in defense of such Third Party Claim; provided, however, that if the Third-Party Claim defendants in reasonable detail, any Action shall include copies both the Indemnitee and the Indemnifying Party and such Indemnitee shall have concluded in good faith that counsel selected by the Indemnifying Party has a conflict of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, interest because of the Loss that has been availability of different or may be sustained by the Indemnified Party. The Indemnifying Party additional defenses to such Indemnitee, such Indemnitee shall have the right to participate in, or by giving written notice select separate counsel reasonably acceptable to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party 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 8.03(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 thereofsuch Action on its behalf, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Indemnifying Party; provided, further, that such Indemnifying Party shall not, in connection with any one such Action or separate but substantially similar or related Actions, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel). Notwithstanding the foregoing, the Indemnitee, during the period the Indemnifying Party is determining whether to elect to assume the defense of a matter covered by this Section 5.04(b), may take such reasonable actions, at the Indemnifying Party’s expense, as it deems necessary to preserve any and all rights with respect to the matter, without such actions being construed as a waiver of the Indemnitee’s rights to defense and indemnification pursuant to this Agreement. In the event the Indemnitee is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnitee in such defense and make available to it all such witnesses and Information in its possession or under its control relating thereto as is reasonably required by the Indemnitee and the Indemnifying Party may participate by its own counsel and at its own expense in the defense of such Third Party Claim.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. 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 Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 8.03(b8.04(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, provided that the . 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; 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 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, subject to Section 8.04(b), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. The Parties shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available (subject to the provisions of Section 5.01) 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-Party Claim.

Third Party Claims. If any An Indemnified Party receives shall give written notice to any Indemnifying Party within 30 days after it has actual knowledge of the commencement or assertion or commencement of any Action made action, proceeding, demand, or brought claim by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (collectively, a “Third-Third Party Claim”) against in respect of which such Indemnified Party with respect 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 which the extent known. Any failure so to notify an Indemnifying Party is obligated shall not relieve such Indemnifying Party from any liability that it, may have to provide indemnification such Indemnified Party under this AgreementArticle 5, except to the Indemnified Party shall give extent the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall notmaterially and adversely prejudices such Indemnifying Party. In case any such action, howeverproceeding or claim is brought against an Indemnified Party, relieve so long as (a) the Indemnifying Party of its indemnification obligations, except and only has acknowledged in writing to the extent Indemnified Party that it is liable to the Indemnified Party for such Third Party Claim pursuant to this Section 5.3, (b) in the reasonable judgment of the Indemnified Party a conflict of interest between it and the Indemnifying Party forfeits rights or defenses by reason does not exist in respect of such failure. Such notice by Third Party Claim and (c) in the reasonable judgment of the Indemnified Party shall describe the Third-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 be entitled to participate in and 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 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. 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 Indemnified Party of its election, to defend, settle or compromise, at is 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 detailjudgment of the Indemnified Party, 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 option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim, and the Indemnifying Party shall include copies of all material written evidence thereof be liable for and shall indicate reimburse the estimated amount, if reasonably practicable, Indemnified Party promptly and periodically for the Indemnified Party’s reasonable costs and expenses arising out of the Loss that has been defense, settlement or may compromise of any such action, claim or proceeding. 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 sustained 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 Indemnified Indemnifying Party. The Indemnifying Party shall have keep the right 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 inin such defense with counsel of its choice at its sole cost and expense. If any of the Control Conditions is not satisfied or becomes unsatisfied, (x) the Indemnified Party may defend 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 (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (y) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the reasonable costs or defending against such Third Party Claim (including reasonable consultant, attorney and expert witness fees, disbursements and expenses), and (z) the Indemnifying Party will remain responsible for any losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by giving written notice such Third Party Claim to the Indemnified Party, to assume the defense of any Third-fullest extent provided in this Article 5. The Indemnifying Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate fully with each other in good faith connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. Notwithstanding anything in such defense. In this Section 5.3 to the event that contrary, the Indemnifying Party assumes the defense of any Third-Party Claimshall not, subject to Section 8.03(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 without the Indemnified Party. The ’s prior written consent, settle or compromise any claim or consent to entry of judgment in respect thereof which imposes any criminal liability or civil fine or sanction or equitable remedy on 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 or which does not include, as an unconditional term thereof, provided that the fees and disbursements of such counsel shall be at giving by the expense of claimant or the plaintiff to the Indemnified Party, a release from all liability in respect of such claim.

Third Party Claims. If any party (the “Indemnified Party Party”) receives written notice of the assertion or commencement of any Action made Proceeding or brought the assertion of any claim by a third party or the imposition of any Person who is not a party penalty or assessment (in each case other than with respect to this Agreement Taxes) for which indemnity may be sought under Section 9.01 or an Affiliate of a party to this Agreement or a Representative of the foregoing Section 9.02 (a “Third-Third Party Claim”) against ), and such Indemnified Party with respect intends to which the Indemnifying Party is obligated seek indemnity pursuant to provide indemnification under this AgreementArticle IX, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, promptly (but in any event not no later than thirty (30) calendar 30 days after receipt of receiving such notice) provide the other party (the “Indemnifying Party”) with written notice of such Third-Third Party Claim, stating the nature, basis, the amount thereof (to the extent known or estimated, which amount shall not be conclusive of the final amount of such Third Party Claim), the method of computation thereof (to the extent known or estimated), any other remedy sought thereunder, any relevant time constraints relating thereto, and, to the extent practicable, any other material details pertaining thereto, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. The failure Failure of the Indemnified Party to give such prompt written notice shall not, however, will not relieve the Indemnifying Party of from its indemnification obligationsobligations hereunder, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason is actually prejudiced thereby. The Indemnifying Party will have 45 days from receipt of any such failure. Such notice by of a Third Party Claim to give notice to the Indemnified Party shall describe whether it is assuming and controlling the Third-defense, appeal or settlement proceedings thereof with counsel of the Indemnifying Party’s choice. So long as the Indemnifying Party has assumed the defense, appeal or settlement proceedings of the Third Party Claim in reasonable detailaccordance herewith, shall include copies of all material written evidence thereof (i) the Indemnified Party may retain separate co-counsel at its sole cost and shall indicate expense and participate in (but not control) the estimated amountdefense, if reasonably practicable, appeal or settlement proceedings of the Loss that has been Third Party Claim, (ii) the Indemnified Party will not admit any liability, file any papers or may be sustained consent to the entry of any judgment or enter into any settlement agreement, compromise or discharge with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (iii) the Indemnifying Party will not admit to any wrongdoing by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to settle any Third Party Claim for which it obtains a full release of the Indemnified PartyParty with respect to such Third Party Claim or to which settlement the Indemnified Party consents in writing (such consent not to be unreasonably withheld, conditioned or delayed). As to any Third Party Claim with respect to which the Indemnifying Party does not elect to assume control of the defense defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense, at its cost and expense, and will consult with the Indemnifying Party prior to settling or otherwise disposing of any Third-of the same. The parties will act in good faith in responding to, defending against, settling or otherwise dealing with Third Party Claim at Claims. The parties will also cooperate in any such defense, appeal or settlement proceedings, and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, appeal or settlement proceedings with respect to a Third Party Claim, such Indemnifying Party will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s expense and by the Indemnifying Party’s own counselprior written consent (such consent not to be unreasonably withheld, 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 8.03(bconditioned or delayed), 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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

Third Party Claims. If Promptly after the receipt by any Indemnified Party receives party hereto of notice of the assertion any claim, action, suit or commencement of any Action made proceeding (whether commenced or brought threatened) by any Person person who is not a party to this Agreement or (collectively, an Affiliate of a "Action") which is subject to indemnification hereunder, such party (the "Indemnified Party") shall give reasonable written notice to this Agreement or a Representative of the foregoing party from whom indemnification is claimed (a “Third-Party Claim”) against such Indemnified Party with respect to which the "Indemnifying Party is obligated to provide indemnification under this Agreement, the Party"). The Indemnified Party shall give be entitled, at the sole expenses and liability of the Indemnifying Party reasonably prompt written notice thereofParty, but in to exercise full control of the defense, compromise or settlement of any event not later than thirty (30) calendar days such Action unless the Indemnifying Party, within a reasonable time after receipt the giving of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim Party, shall: (i) admit in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice writing to the Indemnified Party, the Indemnifying Party's liability to the Indemnified Party for such Action under the terms of this Section 6; (ii) notify the Indemnified Party in writing of the Indemnifying Party's intention to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense thereof and by the Indemnifying Party’s own counsel, and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party shall cooperate in good faith in to conduct the defense of such defenseAction. In the event that The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any Third-Party Claimsuch Action, subject to Section 8.03(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 employ separate counsel and to participate in (but not control) the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense defense, compromise, or settlement thereof, provided that but the fees and disbursements expenses of such counsel shall be at the expense expenses of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party, (iii) the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party or (iv) the Indemnified Party shall have been advised by counsel that representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, and, in any such case, the fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnifying Party shall settle or compromise any such Action in which any relief other than the payment of money damages is sought against any Indemnified Party unless the Indemnified Party consents in writing to such compromise or settlement. No Indemnified Party shall settle or compromise any such Action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, unless the Indemnifying Party shall have failed, after reasonable notice thereof, to undertake control of such Action in the manner provided above in this Section 6.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. 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 Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 8.03(b5.03(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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or Agreement, not an Affiliate of a party to this Agreement or Agreement, nor a Representative of the foregoing (a “Third-Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) 30 calendar days after receipt of such notice of such Third-Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses or is otherwise actually prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof thereof, and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of of, any Third-Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counselcounsel subject to the Indemnified Party’s approval, not to be unreasonably withheld, and the Indemnified Party shall cooperate in good faith in such defense; provided, that (i) such Third Party Claim can properly be resolved by money damages alone, (ii) the Indemnifying Party shall have agreed in writing for the benefit of the Indemnified Party that such Third Party Claim is an indemnifiable claim under the indemnification provisions set forth in this Article VIII, and (iii) in the reasonable determination of the Indemnified Party there are no actual conflicts of interest between the Indemnified Party and the Indemnifying Party such that control of such defense by the Indemnifying Party would be inappropriate. In the event that the Indemnifying Party assumes the defense of any Third-Third Party Claim, subject to Section 8.03(b8.05(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-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-Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the . The reasonable 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, there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be liable for the reasonable fees and expenses of one law firm as counsel to the Indemnified Party. If the Indemnifying Party elects not 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 if any of the conditions to such representation as set forth above are not satisfied, subject to Section 8.05(b), the Indemnified Party shall have the right to defend against the Third Party Claim and the Indemnifying Party shall have the right to participate in the defense of such Third Party Claim with counsel selected by it subject to the Indemnified Party’s right to control the defense thereof. The Indemnifying Party and Indemnified Party shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of Section 5.06) 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 Party Claim.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action Proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative representative of the foregoing (a “Third-Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failureis actually and materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Third-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 reasonably be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the conduct and control of the settlement or defense of any Third-Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third-Third Party Claim, subject to Section 8.03(b9.5(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-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-Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the settlement and defense thereof, provided that the . 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; 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 one counsel to the Indemnified Party. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, the Indemnified Party may, subject to Section 9.5(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. 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 records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, such management employees of the non-defending party, information and testimony, and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Third Party Claims. If any Indemnified Party receives Promptly after the receipt by Seller or Buyer of notice of the assertion any claim, action, suit or commencement of any Action made or brought proceeding by any Person person or entity who is not a party to this Agreement or (collectively, an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party ClaimAction”) against which is subject to indemnification hereunder, such party (the “Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party Party”) shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party ClaimAction to the party from whom indemnification is claimed (the “Indemnifying Party”). The Indemnified Party’s failure to give such prompt written notice shall not, however, relieve so notify the Indemnifying Party of any such matter shall not release the Indemnifying Party, in whole or in part, from its indemnification obligationsobligations to indemnify under this Section 5, except and only to the extent that the Indemnified Party’s failure to so notify actually prejudices the Indemnifying Party’s ability to defend against such Action. The Indemnified Party forfeits rights shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or defenses by reason settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim Party, shall: (i) admit in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice writing to the Indemnified Party, the Indemnifying Party’s liability to the Indemnified Party for all or a significant portion of such Action under the terms of this Section 5; (ii) notify the Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense thereof; and by the Indemnifying Party’s own counsel, and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party shall cooperate in good faith in to conduct the defense of such defenseAction. In the event that The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any Third-Party Claimsuch Action, subject to Section 8.03(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 employ separate counsel and to participate in (but not control) the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense defense, compromise, or settlement thereof, provided that but the fees and disbursements expenses of such counsel shall be at the expense of the Indemnified Party unless (A) the Indemnifying Party has agreed to pay such fees and expenses, (B) any relief other than the payment of money damages is sought against the Indemnified Party or (C) the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such case the fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party. No Indemnifying Party shall, without the written consent of the Indemnified Party, settle or compromise or consent to entry of any judgment with respect to any such Action in which any relief is sought against any Indemnified Party or any Action unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant, petitioner or plaintiff, as applicable, to such Indemnified Party of a release from all liability with respect to such Action.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the An Indemnified Party shall give written notice to the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar within 10 days after receipt it has actual knowledge of commencement or assertion of any action, proceeding, demand or claim by a third party (collectively, “Third Party Claims”) in respect of which the Indemnified Party may seek indemnification under Section 5.1. Such notice shall state the nature and basis of such notice of such Third-Third Party ClaimClaim and the events and the amounts thereof to the extent known. The 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 5, except to the extent the failure to give such prompt written notice shall notmaterially and adversely prejudices the Indemnifying Party. In case any such action, howeverproceeding or claim is brought against an Indemnified Party, relieve so long as it has acknowledged in writing to the Indemnified Party that it is liable for such Third Party Claim pursuant to this Section 5.3, the Indemnifying Party shall be entitled to 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 Investor 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 to the Indemnified Party of its indemnification obligationselection so to assume the defense thereof, except and only the Indemnifying Party shall not be liable to the extent 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 NHC 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 NHC other than the Company, MWCI 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 7.6 of the Company LLC Agreement. In the event that (i) the Indemnifying Party advises an Indemnified Party that the Indemnifying Party forfeits rights 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 defenses by reason 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 failure. Such notice by Third Party Claim or the action or claim is a Third Party Penalty Claim, then the Indemnified Party shall describe the Third-may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim in reasonable detaileach case, shall include copies of all material written evidence thereof at the sole cost and shall indicate the estimated amount, if reasonably practicable, expense of the Loss that has been 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 may action, the Indemnifying Party shall be sustained 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 Indemnified Indemnifying Party. The Indemnifying Party shall have keep the right 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, or by giving written notice to 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, to assume the defense of any Third-Party Claim shall be at the Indemnifying Party’s sole cost and expense and by to the extent such participation relates to a Third Party Penalty Claim. If the Indemnifying Party’s own counselParty does not assume such defense, and the Indemnified Party shall cooperate in good faith in such keep the Indemnifying Party apprised at all times as to the status of the defense; provided, however, that the failure to keep the Indemnifying Party so informed shall not affect the obligations of the Indemnifying Party hereunder. In the event The Indemnifying Party shall not be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the Indemnifying Party assumes shall not unreasonably withhold, delay or condition any such consent. Notwithstanding anything in this Section 5.3 to the defense contrary, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, (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 Investor Indemnified Party, (ii) settle or compromise any claim or consent to entry of judgment in respect thereof without first demonstrating to Indemnified Party the ability to pay such claim or judgment, or (iii) settle or compromise any claim or consent to entry of judgment in respect thereof that does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Investor Indemnified Party, a full and complete release from all liability in respect of such claim. If the amount of any Third-Indemnified Costs, at any time after the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under any insurance coverage (excluding any proceeds from self insurance or flow through insurance policies) or under any claim, recovery, settlement or payment by or against any other entity, the amount of such reduction, less any costs, expenses or premiums incurred in connection therewith, must promptly be repaid by the Indemnified Party Claimto the Indemnifying Party net of any Taxes imposed upon the Indemnified Party in respect of such amounts, subject but taking into account any Tax benefit the Indemnified Party receives as a result of such repayment. Upon making any indemnity payment (other than any indemnity payment relating to Section 8.03(bTaxes), it shall have the right Indemnifying Party will, to take the extent of such action as it deems necessary indemnity payment, be subrogated to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf all rights of the Indemnified Party. The Party against any third party, except third parties that provide insurance coverage to the Indemnified Party or its Affiliates, in respect of the Indemnified Costs to which the indemnity payment relates. Without limiting the generality or effect of any other provision hereof, each such Indemnified Party and the Indemnifying Party shall have duly execute upon request all instruments reasonably necessary to evidence and perfect the right to participate above described subrogation rights, and otherwise cooperate in the defense prosecution of any Third-Party Claim with counsel selected by it subject to such claims at the direction of the Indemnifying Party’s right . Nothing in this Section 5.3 will be construed to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Partyrequire any Party to obtain or maintain any insurance coverage.

Third Party Claims. If any an Indemnified Party receives shall receive notice of the assertion any Action, audit, demand or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing assessment (each, a “Third-Party Claim”) against such Indemnified Party with respect it or which may give rise to which the Indemnifying Party is obligated to provide indemnification a claim for Loss under this Agreement‎Article VII, within thirty (30) calendar days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such Company notice of such Third-Party Claim. The failure to give such prompt written notice shall not; provided, however, relieve that the Indemnifying Party failure to provide such notice shall not release the Company from any of its indemnification obligations, obligations under this ‎Article VII except and only to the extent that the Indemnifying Company is materially prejudiced by such failure and shall not relieve the Company from any other obligation or liability that it may have to any Indemnified Party forfeits rights or defenses by reason of such failureotherwise than under this ‎Article VII. Such notice by If the Company acknowledges in writing its obligation to indemnify the Indemnified Party shall describe the or Indemnified Parties hereunder against any Losses that may result from such Third-Party Claim in reasonable detailClaim, then the Company shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, entitled to assume and control the defense of any such Third-Party Claim at the Indemnifying Party’s its or their expense and by the Indemnifying Party’s own counsel, and through counsel of its or their choice if it or they give notice of such intention to do so to the Indemnified Party or Indemnified Parties, as the case may be, within fourteen (14) calendar days of the receipt of notice from any Indemnified Party of such Third-Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party or Indemnified Parties in its or their sole and absolute discretion for the same counsel to represent both the Indemnified Party or Indemnified Parties and the Company, then the Indemnified Party or Indemnified Parties shall cooperate be entitled to retain its or their own counsel in good faith in such defenseeach jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Company. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b), it shall have Company exercises the right to take undertake any such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to defense against any such Third-Party Claim as provided above, the Indemnified Party or Indemnified Parties shall cooperate with the Company in such defense and make available to the name Company, at the Company’s expense, all witnesses, pertinent records, materials and on behalf of information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Company. The Similarly, in the event any Indemnified Party is, directly or indirectly, conducting the defense against any such Third-Party Claim, the Company shall have cooperate with the right Indemnified Party or Indemnified Parties in such defense and make available to participate any Indemnified Party, at the Company’s expense, all such witnesses, records, materials and information in the defense of Company’s possession or under the Company’s control relating thereto as is reasonably required by any Indemnified Party. No Third-Party Claim with counsel selected may be settled (i) by it subject any Indemnified Party without the prior written consent of the Company (which shall not be unreasonably withheld or delayed) if the Company acknowledges in writing its or their obligation to indemnify such Indemnified Party hereunder against any Losses that may result from such Third-Party Claim or (ii) by the Indemnifying Party’s right to control Company without the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense prior written consent of the Indemnified Party or Indemnified Parties, except, in the case of (ii) only, where settlement of such Third-Party Claim (A) includes an unconditional release of the Indemnified Party or Indemnified Parties from all liability arising out of such Action, audit, demand or assessment and (B) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

Third Party Claims. If any (a) An Indemnified Party receives shall give written notice to any Indemnifying Party within 30 days after it has actual knowledge of the commencement or assertion or commencement of any Action made action, proceeding, demand, or brought claim by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (collectively, a “Third-Third Party Claim”) against in respect of which such Indemnified Party with respect may seek indemnification under Section 11.1. Such notice shall state the nature and basis of such Third Party Claim and the events and the amounts thereof to which the extent known. Any failure so to notify an Indemnifying Party is obligated shall not relieve such Indemnifying Party from any liability that it, he, or she may have to provide indemnification such Indemnified Party under this AgreementArticle XI, except to the Indemnified Party shall give extent the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall notmaterially and adversely prejudices such Indemnifying Party. In case any such action, howeverproceeding or claim is brought against an Indemnified Party, relieve so long as it has acknowledged in writing to the Indemnified Party that it is liable to the Indemnified Party for such Third Party Claim pursuant to this Section, the Indemnifying Party shall be entitled to participate in and, unless in the reasonable judgment of its indemnification obligations, except the Indemnified Party a conflict of interests between it and only to the extent that the Indemnifying Party forfeits rights or defenses by reason may exist in respect of such failure. Such notice by 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 shall describe (a “Third Party Penalty Claim”), to assume the Third-Party Claim in reasonable detaildefense thereof, 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 with counsel selected by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice 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 of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counselthereof, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes 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 11.3; provided nothing contained herein shall permit any Indemnifying Party to control or participate in any Tax contest or dispute involving the Class B Member or any Affiliate of the Class B Member, or permit the Class B Member to control or participate in any Tax contest or dispute involving the Class A Member or any Affiliate of the Class A Member other than the Company; and, provided, further, the Parties agree that the handling of any Third-Party Claim, subject to tax contests involving the Company will be governed by Section 8.03(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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party7.7.

Third Party Claims. If any claim or demand in respect of which an Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who might seek indemnity under this Article IX is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) asserted against such Indemnified Party with respect to which the Indemnifying by a Person other than a party hereto (a “Third Party is obligated to provide indemnification under this AgreementClaim”), the Indemnified Party shall give written notice (the “Third Party Claim Notice”) and the details thereof including an estimate of the claimed Losses and copies of all relevant pleadings, documents and information to the Indemnifying Party reasonably prompt written notice thereofwithin a period of twenty (20) days following the assertion of the Third Party Claim against the Indemnified Party; provided, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The that the failure to give such prompt written notice so notify the Indemnifying Party shall not, however, not relieve the Indemnifying Party of its indemnification obligations, obligations hereunder except and only to the extent that such failure shall have prejudiced the Indemnifying Party forfeits rights or defenses by reason shall have resulted in the expiration of such failurethe relevant time period set forth in Section 9.5. Such notice by Within thirty (30) days after its receipt of the Indemnified Party shall describe the Third-Third Party Claim in reasonable detailNotice (the “Third Party Claim Response Period”), shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written give notice to the Indemnified Party, in writing, of whether the Indemnifying Party elects to assume the defense of any Third-such Third Party Claim under this Article IX; provided that the Indemnifying Party shall not have the right to assume the defense of such Third Party Claim if (i) such Third Party Claim seeks, as its primary recourse (which may be in addition to or in lieu of monetary damages), an injunction or other equitable relief; (ii) such Third Party Claim exceeds the cap applicable to such indemnity item, after taking into account all previous payments made to Purchaser or a Seller, as applicable, pursuant to this Article IX, by an amount that results in the Indemnifying Party’s maximum potential indemnification obligation hereunder with respect to such Third Party Claim being less than fifty percent (50%) of the amount of such Third Party Claim; (iii) such Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (iv) a conflict on any significant issue exists between the Indemnified Party and the Indemnifying Party in respect of the Third Party Claim such that joint representation is precluded under applicable standards of professional conduct. If the Indemnifying Party notifies the Indemnified Party that it elects to assume the defense of such Third Party Claim, then such defense will be conducted by the Indemnifying Party by all appropriate proceedings and shall be diligently prosecuted to a final conclusion or will be settled, at the discretion of the Indemnifying Party; provided, that unless consented to in advance by the Indemnified Party (which consent shall not be unreasonably withheld), the Indemnifying Party shall not enter into any settlement that requires a non-monetary commitment by the Indemnified Party or includes a payment by the Indemnified Party that will not be indemnified by the Indemnifying Party. The Indemnified Party will cooperate fully in such defense, including making available to the Indemnifying Party all books, records and documents within the Indemnified Party’s control or that it can reasonably obtain relating to the Third Party Claim. The Indemnified Party, at its expense, may participate in, but not control, the defense of any Third Party Claim assumed by the Indemnifying Party pursuant to this Section 9.4(a). If the Indemnifying Party, within the Third Party Claim Response Period (or sooner if the nature of the Third Party Claim so requires), elects not to defend such Third Party Claim or fails to defend such Third Party Claim actively and in good faith, then the Indemnified Party shall (after giving written notice of the same to the Indemnifying Party) have the right to undertake the defense (at the Indemnifying Party’s expense and by expense), compromise or settle such Third Party Claim, or consent to the entry of a judgment with respect thereto; provided, that the Indemnifying Party shall have no obligation to indemnify the Indemnified Party for any such compromise or settlement thereof or consent to the entry of a judgment with respect thereto without the Indemnifying Party’s own counsel, and the Indemnified Party consent (which consent 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 8.03(bnot be unreasonably withheld), 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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-"Third Party Claim”") against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Third Party Claim at the Indemnifying Party’s 's expense and by the Indemnifying Party’s 's own counsel, 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-Third Party Claim, subject to Section 8.03(b8.05(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-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-Third Party Claim with counsel selected by it subject to the Indemnifying Party’s 's right to control the defense thereof, provided that the . The fees and disbursements of such counsel shall be at the expense of the Indemnified Party. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim.

Third Party Claims. If any Indemnified The obligations and liabilities of an Indemnifying Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to under this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party Article 11 with respect to Damages arising from claims of any third party which are subject to the Indemnifying indemnification provided for in Section 11.2 or 11.3 (“Third Party is obligated to provide indemnification under this AgreementClaims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than of such Third Party Claim within thirty (30) calendar days after of the receipt by the Indemnified Party of such notice of such Third-Party Claim. The failure to give such prompt written notice shall notnotice, provided, however, relieve the failure to timely provide such notice shall have no effect upon the obligation of an Indemnifying Party of its indemnification obligations, except unless and only to the extent that the Indemnifying Indemnified Party forfeits rights or defenses has been materially prejudiced 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. The Indemnifying Party shall have be entitled, but not obligated, to assume and control the defense of such Third Party Claim at its expense if it gives notice of its intention to do so to the Indemnified Party within thirty (30) calendar days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel at its own cost and the expense, subject to reimbursement by the Indemnifying Party under this Article 11. In the event the Indemnifying Party exercises the right to participate inundertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense. Similarly, in the event the Indemnified Party is, directly or by giving written notice indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall reasonably cooperate with the Indemnified Party in such defense. Neither the Indemnifying Party nor the Indemnified Party shall settle or compromise any Third Party Claim or consent to the entry of any judgment unless the Indemnifying Party or the Indemnified Party, to assume as the defense of any Third-Party Claim at the Indemnifying Party’s expense and case may be, is given an unconditional written release by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate claimant or plaintiff from all liability in good faith in respect of such defense. In the event that the Indemnifying Party assumes the defense of any Third-Third Party Claim, subject to Section 8.03(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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the The Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. 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 Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 8.03(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 entitled to participate in the defense of any and control the Third-Party Claim with counsel selected by it subject to the and, if such Indemnifying Party’s right Party wishes to control the defense thereof, provided such Indemnifying Party shall provide written notice to the Indemnified Party that the fees Indemnifying Party intends to undertake such defense at the Indemnifying Party's sole cost and disbursements expense and that the Indemnifying Party will indemnify the Indemnified Party against Losses resulting from or relating to such Third-Party Claim, as applicable, to the extent such Losses are subject to indemnification pursuant to this Chapter VII. If the Indemnifying Party elects to control the defense of the Third-Party Claim, the Indemnified Party (a) shall at all times have the right to fully participate in the defense of such Third-Party Claim with its own counsel and at its own expense (except as set forth below in this section) and (b) shall be cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the expense of Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under its control relating thereto as are reasonably requested by the Indemnifying Party. If notice is given to an Indemnifying Party of the commencement of a Third-Party Claim in accordance with Section 7.5.1, and such Indemnifying Party does not, within twenty (20) Business Days after receiving notice of the Third-Party Claim from the Indemnified Party, give notice to the Indemnified Party of such Indemnifying Party's election to control the defense thereof, the Indemnified Party will have the right to conduct the defense of the Third-Party Claim with reputable legal counsel at the Indemnifying Party's sole cost and expense and the Indemnifying Party will be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnified Party so long as the prior written consent of the Indemnifying Party to such compromise or settlement has been obtained (which consent will not be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary, if the Indemnifying Party assumes control of the defense of the Third-Party Claim and the Indemnified Party reasonably concludes, based on advice of counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Third-Party Claim or that there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party, the reasonable fees and expenses of counsel to the Indemnified Party will be borne by the Indemnifying Party. Regardless of which Party assumes the defense of a Third-Party Claim, the Indemnifying Party and the Indemnified Party agree to cooperate fully with one another in connection therewith and to keep each other reasonably informed of the status of the claim and any related proceeding.

Third Party Claims. The party making a claim under this Article IX is referred to as the “Indemnified Party”; and the party against whom such claims are asserted under this Article IX is referred to as the “Indemnitor”. If any Indemnified Party receives notice of the assertion or commencement of any Action action, suit, claim, arbitration, mediation or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party Indemnitor is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably Indemnitor prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party Indemnitor of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses Indemnitor is prejudiced 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 all correspondence from or to such third party (or its representatives) related to the matter giving rise to such Third-Party Claim and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party Indemnitor shall have the right to participate inin or, or by giving written notice to the Indemnified Party, to assume and control the defense of any Third-Party Claim Claim, in all events at the Indemnifying PartyIndemnitor’s expense and by the Indemnifying PartyIndemnitor’s own counsel, and so long as (i) the Indemnitor gives written notice to the Indemnified Party within thirty (30) days after the Indemnitor has given notice of the Third-Party Claim, (ii) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnitor, (iii) the Indemnified Party has not been advised by counsel that an actual or potential conflict exists between the Indemnitor and the Indemnifying Party in connection with the defense of the Third-Party Claim, (iv) the Third-Party Claim does not relate to or otherwise arise in connection with Taxes (which shall cooperate be governed by Section 7.5) or any criminal or regulatory enforcement action and (v) settlement of, an adverse judgment with respect to, or conduct of the defense of the Third-Party Claim by the Indemnitor is not, in the good faith judgment of the Indemnified Party, likely to be adverse, in such defenseany material respect, to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its business) and (vi) the Indemnitor conducts the defense of the Third-Party Claim actively and diligently (provided this clauses (i) – (vi) shall not apply to with respect to Third-Party Claims subject to indemnification under Section 9.2(a)(iv)). In the event that the Indemnifying Party assumes Indemnitor is permitted to and does assume the defense of any Third-Party Claim, subject to Section 8.03(b9.4(b), (i) 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 -51- Indemnified Party. The Party and (ii) the Indemnified Party shall have the right right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying PartyIndemnitor’s right to control the defense thereof; provided, provided that the Indemnitor will pay the fees and disbursements expenses of separate counsel retained by the Indemnified Party that are incurred after notice of such counsel shall Third Party Claim has be at given in accordance herewith and prior to the expense Indemnitor’s assumption of control of the Indemnified Partydefense of the 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.

Third Party Claims. If any All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party claim against an Indemnified Party receives notice shall be made in accordance with the following procedures. An Indemnified Party shall give prompt (but in any event within thirty (30) days) written notification to the Indemnifying Party of the assertion or commencement of any Action made or brought relating to a third-party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by any Person who is not a party third party. Such notification shall include a description in reasonable detail (to this Agreement or an Affiliate of a party to this Agreement or a Representative the extent known by Confidential Treatment Requested the Indemnified Party) of the foregoing (facts constituting the basis for such third-party claim and a “Third-Party Claim”) against such Indemnified Party with respect to which good faith estimate of the amount of the Damages claimed, if then determinable. Notwithstanding the foregoing, the failure or delay in notifying the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the defense of such Action is obligated prejudiced by the Indemnifying Party’s failure or delay in giving such notice. Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to provide indemnification under this Agreementthe Indemnified Party, assume control of the defense of such Action with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall give control such defense. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the Indemnifying other Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt advised of the status of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve Action and the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence defense thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained consider recommendations made by the Indemnified Party. The Indemnifying other Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counselwith respect thereto, and the Indemnified Parties shall use commercially reasonable efforts to avoid production of confidential information (consistent with applicable local law), and to cause all communications among employees, counsel and others representing either Party shall cooperate in good faith in such defensewith respect to a third-party claim to be made so as to preserve any applicable attorney-client or work-product privileges. In the event that If the Indemnifying Party assumes the defense of any Third-an Action, the Indemnified Party Claim, subject to Section 8.03(b), it (1) shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining not agree to any settlement of such Third-Action without the prior written consent of the Indemnifying Party Claim if such settlement would result in the name Indemnifying Party becoming liable for an indemnification claim hereunder and on behalf (2) shall agree to any settlement of such Action that the Indemnifying Party may recommend that by its terms (or pursuant to a binding commitment of the Indemnifying Party) obligates the Indemnifying Party to pay the full amount of any Damages payable in connection with such settlement; provided, however, that the sole relief provided is such Damages paid in full by the Indemnifying Party and such settlement would not result in (i) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense or any of any Third-Party Claim with counsel selected its Affiliates or (ii) a finding or admission of a violation of law by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate Within thirty (30) days after receipt of a party Claim Notice containing the information set forth in Section 8.4(a) with regard to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, Claim (but in any event not later than thirty at least five (305) calendar days after receipt of such notice of Business Days prior to the date any answer to such Third-Party Claim. The failure Claim is due to give such prompt written notice shall notbe filed), however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by shall notify the Indemnified Party shall describe the in writing of its election to defend or compromise any Third-Party Claim in reasonable detailat its own expense and by its own counsel, who shall include copies of all material written evidence thereof and shall indicate the estimated amount, if be reasonably practicable, of the Loss that has been or may be sustained by satisfactory to the Indemnified Party. The Indemnifying Party shall have the right to participate inmay defend against, or by giving enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate, except that it will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written notice to consent of the Indemnified Party, which consent shall not be unreasonably withheld. With regard to assume such Third-Party Claims which the Indemnifying Party elects to defend or compromise, the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the reasonable fees and expenses of the separate co-counsel in the event that the counsel selected by the Indemnifying Party cannot independently represent both the Indemnified Party and the Indemnifying Party due to a conflict of interest or is not, in the Indemnified Party’s reasonable determination, adequately representing the Indemnified Party). If the Indemnifying Party fails to provide notice that the Indemnifying Party is assuming the defense or compromise of the Third-Party Claim within the thirty (30)-day period following the Indemnifying Party’s receipt of the Claim Notice, the Indemnified Party (at the Indemnifying Party’s expense) may defend against, or enter into any compromise with respect to, the matter in any manner it reasonably may deem appropriate. The party controlling the defense of any Third-Party Claim at shall deliver, or cause to be delivered, to the other party or parties copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the Third-Party Claim and timely notices of and the right to participate (as an observer) in any Proceeding relating to the Third-Party Claim. The Indemnifying Party shall satisfy the Claim in accordance with Section 8.4(f). Notwithstanding the foregoing, if (A) a Third-Party Claim relates primarily to a criminal proceeding, action or indictment, (B) the Indemnified Party reasonably believes an adverse determination with respect to a Third-Party Claim or other claim giving rise to a Third-Party Claim is likely and such adverse determination would materially and adversely affect the Indemnified Party’s reputation or future business prospects, (C) a Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party, or (D) the Indemnified Party reasonably determines that the Indemnifying Party’s expense and by Party cannot adequately represent the Indemnifying Party’s own counselinterests of the Indemnified Party because of a conflict of interest, and then in any such case the Indemnified Party shall cooperate in good faith in have the sole right to defend and settle such defense. In the event that Third-Party Claim (with the Indemnifying Party assumes being entitled, at its cost and expense, to consult with respect to such defense), and to pursue its indemnification rights hereunder and whatever other legal remedies may be available to enforce its rights under this Article 8. If the Indemnified Party elects to assume and control the defense of any such a Third-Party Claim, subject it will provide notice thereof to Section 8.03(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 Indemnifying Party within thirty (30) days after the Indemnified Party has received notice of 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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified PartyClaim.

Third Party Claims. If any The Indemnifying Party (through the Stockholders’ Representative in the event the Indemnified Party receives notice of is a Company Indemnified Party) shall be entitled, at its own expense, to assume and control the assertion or commencement defense of any Action made or brought Claims based on claims asserted by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing third parties (a “Third-Third Party ClaimClaims”) against such Indemnified Party with respect to which ), through counsel chosen by the Indemnifying Party is obligated (or in the case of the Company Indemnified Parties, by the Stockholders’ Representative), if it gives written notice of its intention to provide indemnification under this Agreement, do so to the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than Parties within thirty (30) calendar days after of the receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall notthe applicable Claim Notice; provided, however, relieve that the Indemnifying Indemnified Parties may at all times participate in such defense at their expense provided, further, that if any such Third Party Claim relates to Taxes of its indemnification obligationsPGI, except and only any PGI Subsidiary or any JV Entity or seeks non-monetary damages or asserts damages in excess of the Indemnity Holdback Amount against a Company Indemnified Party, then, notwithstanding anything in this Agreement to the extent that contrary, the Indemnifying Party forfeits rights Company (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, a Subsidiary of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party Company) shall have the right to participate incontrol any such Third Party Claim. Without limiting the foregoing, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes exercises the right to undertake any such defense of any Third-against a Third Party Claim, subject to Section 8.03(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 cooperate with the right Indemnifying Party in such defense and make available to participate in the defense of any Third-Indemnifying Party Claim with counsel selected (unless prohibited by it subject to Law), at the Indemnifying Party’s right expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. No compromise or settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Indemnifying Party (or in the case of the Company Indemnified Parties, the Stockholders’ Representative), on the other hand, without the other’s consent (which shall not be unreasonably withheld or delayed) unless (a) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party and (b) each Indemnified Party that is party to control the defense thereofsuch claim is released from all liability with respect to such claim, provided that the fees and disbursements Stockholders’ Representative shall be deemed to have consented to any proposed compromise or settlement to which it has not objected to by written notice within 30 days after notice of such counsel shall be at the expense of the proposed compromise or settlement was provided by a Company Indemnified Party.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the An Indemnified Party shall give written notice to the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar within 10 days after receipt it has actual knowledge of commencement or assertion of any Third Party Claim in respect of which the Indemnified Party may seek indemnification under Section 6.1. Such notice shall state the nature and basis of such notice of such Third-Third Party ClaimClaim and the events and the amounts thereof to the extent known. The 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 prompt written [***] Confidential Treatment Requested notice shall notmaterially and adversely prejudices the Indemnifying Party. In case any such action, howeverproceeding or claim is brought against an Indemnified Party, relieve so long as it has acknowledged in writing to the Indemnified Party that it is liable for such Third Party Claim pursuant to this Section 6.3, the Indemnifying Party shall be entitled to 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 to the Indemnified Party of its indemnification obligationselection so to assume the defense thereof, except and only the Indemnifying Party shall not be liable to the extent 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 (i) the Indemnifying Party advises an Indemnified Party that the Indemnifying Party forfeits rights 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 defenses by reason 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 failure. Such notice by Third Party Claim or the action or claim is a Third Party Penalty Claim, then the Indemnified Party shall describe the Third-may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim in reasonable detaileach case, shall include copies of all material written evidence thereof at the sole cost and shall indicate the estimated amount, if reasonably practicable, expense of the Loss that has been 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 may action, the Indemnifying Party shall be sustained 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 Indemnified Indemnifying Party. The Indemnifying Party shall have keep the right 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 inin 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 keep the Indemnifying Party apprised at all times as to the status of the defense; provided, however, that the failure to keep the Indemnifying Party so informed shall not affect the obligations of the Indemnifying Party hereunder. The Indemnifying Party shall not be liable for any settlement of any 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 prior written consent, (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, (ii) settle or compromise any claim or consent to entry of judgment in respect thereof without first demonstrating to Indemnified Party the ability to pay such claim or judgment, or (iii) settle or compromise any claim or consent to entry of judgment in respect thereof that does not include, as an unconditional term thereof, the giving by giving written notice the claimant or the plaintiff to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense a full and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate complete release from all liability in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(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, provided that the fees and disbursements respect of such counsel shall be at the expense of the Indemnified Partyclaim.

Third Party Claims. If any Each Indemnified Party receives notice of the assertion or commencement shall promptly notify in writing each Indemnifying Party of any Action made claim or brought legal action by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against of which it becomes aware and for which it is entitled to indemnification from such Indemnifying Party under this Agreement; provided, however, that the failure to promptly give such notice of a Claim shall not constitute a waiver or release of the Indemnified Party’s right to indemnity with respect to such Claim, except to the extent such failure prejudices the position of the Indemnifying Party with respect to such Claim. The Indemnifying Party shall be obligated to defend at the Indemnifying Party’s sole expense any litigation, arbitration or other administrative or adversarial proceeding against the Indemnified Party relating to any Claim for which the Indemnifying Party is obligated has agreed to provide indemnification indemnify and hold the Indemnified Party harmless under this Agreement. The Indemnifying Party shall be entitled to assume control of and appoint lead counsel for the defense of such Claim; provided, however, that to exercise such rights the Indemnifying Party must give notice to the Indemnified Party within 30 days after such receipt from the Indemnified Party of written notice of such Claim whether it is assuming control of and appointing lead counsel for such defense. Any Indemnified Party is authorized prior to and during such 30-day period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party (and of which it shall have given notice and opportunity to comment to the Indemnifying Party) and that is not prejudicial to the Indemnifying Party. If the Indemnifying Party does not give such notice within such 30-day period, then the Indemnified Party shall give have the right to assume control of the defense thereof at the reasonable cost and expense of the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights is obligated to indemnify for such Claim under this Article 14), subject to the limitations of liability and other limits set forth in this Article 14; provided, however, that notwithstanding the 30-day period referenced above, the Indemnifying Party may at any time before the settlement or defenses by reason final determination of such failure. Such notice by an ongoing lawsuit admit in writing its liability to indemnify the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to thereafter assume the defense of any Third-Party the Claim at (subject to the Indemnifying Party’s expense limitations of liability and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate other limits set forth in good faith in such defensethis Article 14). In the event that If the Indemnifying Party assumes the defense of any Third-Party Claim, subject to a Claim in accordance with the provisions of this Section 8.03(b14.5(c), it the Indemnifying Party shall have control over the right defense and/or settlement of such Claim; provided, however, that the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement, compromise, admission or acknowledgement of the validity of such Claim if the settlement does not unconditionally release the Indemnified Party from all liabilities and obligations with respect to take such action as it deems necessary to avoid, dispute, defend, appeal Claim or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of settlement imposes injunctive or other equitable relief against the Indemnified Party. The However, the Indemnified Party shall have the right to participate with the Indemnifying Party in the defense of any Thirdsuch Claim at its own expense. The Indemnified Party shall assist and cooperate in the prosecution or defense of such Claims; provided, however, such assistance or cooperation shall not include the making of any related counterclaim or cross-complaint against any Person who is an affiliate of Seller or a past, present or future manager, member, officer, director, trustee, employee or partner of Seller or of an affiliate of Seller. Regardless of which Party has assumed the control of the defense of any Claim in accordance with counsel selected by it subject to this Section 14.5(c), the Indemnified Party shall obtain the prior written consent of the Indemnifying Party’s right to control the defense thereofParty (which shall not be unreasonably withheld, provided that the fees and disbursements conditioned or delayed) before entering into any settlement, compromise, admission or acknowledgement of such counsel shall be at the expense of the Indemnified PartyClaim.

Third Party Claims. If Buyer, Sellers or Sellers’ Representative or the Representatives of any of the foregoing parties (each an “Indemnified Party Party”) receives notice of the assertion or commencement of any Action action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such any Sellers Indemnified Party or Buyer Indemnified Party with respect to which Sellers or Buyer, as the case may be (the “Indemnifying Party Party”) is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof. Except as provided in Section 9.1, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The the failure to give such prompt written notice shall not, however, will not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses is actually prejudiced by reason of such failuredelay. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, 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 8.03(b9.6(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 right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, provided that the fees Indemnified Party may, subject to Section 9.6(b), pay, compromise, defend such Third-Party Claim and disbursements seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Sellers and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available (subject to the provisions of Section 6.7) 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 counsel shall be at the expense of the Indemnified PartyThird-Party Claim.

Third Party Claims. If any Indemnified (a) Any Party receives making a claim for indemnification under Section 10.2 (an “Indemnitee”) shall notify the Indemnitor of the claim in writing after receiving written notice of any Proceeding or other claim against it (if by a third party), describing the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreementclaim, the Indemnified Party amount thereof (if known and quantifiable), and the basis thereof; provided that the failure to so notify an Indemnitor shall give not relieve an Indemnitor of its obligations hereunder, except to the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than extent that an Indemnitor is actually prejudiced thereby. The Indemnitor shall then have a period of thirty (30) calendar days after the receipt of such notice claim (the “Indemnity Response Period”) to notify the Indemnified Party whether the Indemnitor disputes its liability to the Indemnified Party with respect to such claim. If the Indemnitor notifies the Indemnified Party that it does not dispute the claim, the corresponding Loss will be conclusively deemed to be a liability of the Indemnitor under Section 10.2 (subject to the limitations of Section 10.2) and the Indemnitor shall pay the amount of such Third-Loss to the Indemnified Party on demand (or, in the event of a Third Party Claim, upon final judgment or settlement with respect to such claim in accordance with Section 10.5(b) below). The failure to give such prompt written notice shall not, however, relieve If the Indemnifying Indemnitor notifies the Indemnified Party of its indemnification obligations, except and only to within the extent Indemnity Response Period that the Indemnifying Indemnitor disputes its liability with respect to such claim or fails to notify the Indemnified Party forfeits rights or defenses by reason within the Indemnity Response Period whether the Indemnitor disputes the claim described in such claim notice, the Indemnitor and the Indemnified Party will proceed in good faith to negotiate a resolution of such failure. Such dispute, and if not resolved through negotiations within a period of fifteen (15) calendar days from the date of such notice by or such longer period as may be agreed to in writing, either of the Indemnitor or 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 be entitled to initiate any Proceeding to declare or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right enforce its obligations or rights with respect to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party 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 8.03(b), it shall have the right to take such action claim 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, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Partyis permitted hereunder.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing Third Party (a “Third-Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses is actually prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that the Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim where the primary remedy sought is seeking an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third-Third Party Claim, subject to Section 8.03(b8.05(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-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-Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the . 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, there exists an actual and material 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 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, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. 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 (subject to the provisions of Section 5.06) 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 Party Claim.