Common use of Third Party Claims Clause in Contracts

Third Party Claims. In the event of a Third Party Claim, if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Party.

Third Party Claims. In If any lawsuit or enforcement action is filed against any Indemnified Party, a Claim Notice shall be given to the event Indemnifying Party as promptly as practicable; provided, however, the failure of a Third any Indemnified Party Claimto give timely notice shall not affect rights to indemnification hereunder, except to the extent that the Indemnifying Party demonstrates actual damage caused by such failure. After such notice, if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity indemnify hereunder in connection with such Third Party Claimlawsuit or action, then the Indemnifying Party shall be entitled entitled, if it so elects, (i) to assume and take control of the defense and investigation of such Third Party Claim lawsuit or action; (ii) to employ and engage attorneys of its own choice to appoint counsel of handle and defend the same, at the Indemnifying Party's choice at cost, risk and expense unless the expense of named parties to such action or proceeding includes both the Indemnifying Party to represent and the Indemnified Party and any others the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party may reasonably designate in connection with such Third Party Claim (Party, in which case the Indemnifying Indemnified Party shall not thereafter be responsible for also have the right to employ its own counsel in any such case with the reasonable fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable being borne by the Indemnifying Party; and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, which approval shall such consent not to be unreasonably withheld or delayedwithheld. Notwithstanding anything in this Article VIII to the contrary, (i) if there is a reasonable probability than an Indemnifying Indemnifiable Claim may materially and adversely affect the Indemnified Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with other than as a Third Party Claimresult of money damages or other money payments, an the Indemnified Party shall have the right to employ one separate counsel (plus one local counselparticipate in such defense, if necessary), compromise or settlement and the Indemnifying Party shall bear not, without the reasonable feesIndemnified Party's written consent (which consent shall not be unreasonably withheld), costs and expenses settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such one separate counsel (plus one local counselsettlement, if necessary) if (i) there exists a conflict of interest (including compromise or consent includes as an unconditional term thereof, the availability of one giving by the claimant or more legal defenses the plaintiff to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate a release from all liability in the reasonable judgment respect of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its AffiliatesIndemnifiable Claim. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event If the Indemnifying Party fails to assume the defense of such Third Party Claim claim within thirty fifteen (3015) calendar days after receipt of notice thereof in accordance with the terms hereofClaim Notice, (i) the Indemnified Party against which will (upon delivering such Third Party Claim has been asserted shall notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Third Party Claim third party claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Party.

Third Party Claims. In the event that HumaScan ("Indemnified Party") becomes aware of a Third Party ClaimClaim for which a Shareholder ("Indemnifying Party") would be liable hereunder, if the Indemnifying Indemnified Party shall acknowledge give reasonably prompt notice in writing to the Indemnifying Party of such Claim, identifying the basis for such Claim or demand, and the amount or the estimated amount thereof to the extent then determinable (which estimate shall not be conclusive of the final amount of such Claim whether or not the Claim is a Third Party Claim ("Claim Notice"); provided, however, that any delay in giving such Claim Notice will not be deemed a waiver of nor result in any discontinuation of any rights of the Indemnified Party that except to the extent the rights of the Indemnifying Party shall be obligated to indemnify are actually materially prejudiced by such delay. The Indemnifying Party may, and upon request of the Indemnified Party under shall, retain counsel (who shall be reasonably acceptable to the terms Indemnified Party) to represent the Indemnified Party and shall pay the reasonable fees and disbursements of its indemnity hereunder in connection such counsel with such Third regard thereto; provided, however, that any Indemnified Party Claimis hereby authorized, then prior to the date on which it receives written notice from the Indemnifying Party designating such counsel, to retain counsel, whose fees and expenses shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party, to file any motion, answer or other pleading and take such other action which it reasonably shall deem necessary to protect its interests or those of the Indemnifying Party to represent until the date on which the Indemnified Party and any others receives such notice from the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case Party. After the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that retain such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an the Indemnified Party shall have the right to employ one separate counsel (plus one local retain its own counsel, if necessary), and but the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such one separate counsel shall be at the expense of such Indemnified Party unless (plus one local counsel, if necessaryx) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to Indemnifying Party and the Indemnified Party which are not available shall have mutually agreed to the retention of such counsel or (y) the named parties of any such proceeding (including any impleaded parties) include both the Indemnifying Party) that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not, in connection with any proceedings or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one such firm for the Indemnified Party (except to the extent the Indemnified Party retained counsel to protect its (or the Indemnifying Party's) rights prior to the selection of counsel by the Indemnifying Party). If requested by the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall agrees to cooperate with the Indemnifying Party and its counsel in such defense and make available to contesting any Third Party Claim which the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as defends. A Third Party Claim may not be reasonably requested settled by the Indemnifying Party. In Party without the event prior written consent of the Indemnified Party (which consent will not be unreasonably withheld) unless, as part of such settlement, the Indemnified Party shall receive a full and unconditional release; provided, however, that the Indemnifying Party fails to assume shall not settle any claim without the defense prior written consent of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against (which consent shall not be unreasonably withheld) if such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and is not exclusively for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Party.monetary Damages. 35

Third Party Claims. In Promptly after the assertion by any third party of any claim, demand or notice against any Indemnified Party that results or may result in the incurrence by such Indemnified Party of any Loss for which such Indemnified Party would be entitled to indemnification under this Article VIII (a "Third-Party Claim"), such Indemnified Party shall promptly notify the Indemnifying Party of such claim; provided, however, that the failure to give timely notice in accordance herewith shall not affect or limit the Indemnifying Party's obligations under this Section 8.7 unless and only to the extent (i) such failure actually and materially prejudiced the Indemnifying Party's rights or interest or ability to defend against such Third-Party Claim or (ii) such notice was delivered after the expiration of the survival period of the representation, warranty, covenant or agreement underlying such Third-Party Claim. The procedures for asserting any such Third-Party Claim or objecting to the indemnification of an Indemnified Party in respect of any Third-Party Claim shall be governed by the provisions of Section 8.6. The Stockholders' Representative shall act on behalf of all Indemnifying Parties in the event that a Parent Indemnitee is seeking indemnification hereunder. The Indemnifying Party shall have ten (10) days after receipt of such notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Indemnifying Party, of the settlement or defense of such Third Party Claim; provided, that the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party as provided in Section 8.7(b); and provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party (as an indemnified Loss pursuant to this Article VIII) if (A) such Third Party Claim is reasonably foreseeable to result in Losses which exceed the Escrow Amount; (B) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (C) the claim seeks an injunction or equitable relief against the Indemnified Party; (D) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; or (E) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third Party Claim. If the Indemnifying Party elects not to or is not permitted to control or conduct the defense or prosecution of a Third Party Claim, if the Indemnifying Party nevertheless shall acknowledge have the right to participate in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense or prosecution of such any Third Party Claim and and, at its own expense, to appoint employ counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with its own choosing for such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayedpurpose. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Any Indemnified Party shall have the right to employ one separate counsel in any such action or claim and to participate in the defense of such Third Party Claim, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party (plus one local counselas an indemnified Loss pursuant to this Article VIII) unless (i) the Indemnifying Party shall have failed, if necessaryor is not entitled, to assume the defense of such Third Party Claim in accordance with Section 8.7(a), (ii) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party or (iii) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall bear the reasonable fees, costs and expenses of have been advised in writing by such counsel that there may be one separate counsel (plus one local counsel, if necessary1) if (i) there exists a conflict of interest (including the availability of one or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party) that , or available to the Indemnifying Party the assertion of which would make it inappropriate in be adverse to the reasonable judgment interests of the Indemnified Party for the same counsel to represent both the Indemnified Party and Party. So long as the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest is reasonably contesting any such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief whichfaith, if granted could materially and adversely affect the Indemnified Party shall not pay or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of settle any such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with Claim. Notwithstanding the terms hereofforegoing, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake pay or settle any such Third Party Claim; provided that in such event it shall waive any right to indemnity therefor by the defense, compromise or settlement of Indemnifying Party for such Third Party Claim on behalf of, at unless the expense of and for Indemnifying Party shall have consented to such payment or settlement. If the account and risk Indemnifying Party is permitted to assume such defense pursuant to Section 8.7(a) but does not notify the Indemnified Party within ten (10) days after the receipt of the Indemnified Party's notice of a Third Party Claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the Third Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Party shall not, except with the consent of the Indemnified Party, enter into any settlement that is not entirely indemnifiable by the Indemnifying Party pursuant to this Article VIII and does not include as an unconditional term thereof the giving by the Person or Persons asserting such Third Party Claim to all Indemnified Parties of an unconditional release from all liability with respect to such Third Party Claim or consent to entry of any judgment. The parties hereto shall cooperate in the defense or prosecution of any Third-Party Claim, with such cooperation to include (i) the retention and the provision of the Indemnified Party's records and information that are reasonably relevant to such Third-Party Claim, and (ii) the Indemnifying making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder, interviews, discovery and court appearances. Any party assuming the defense of any Third-Party agrees claim shall keep the other parties reasonably informed at all times of the progress and development of such party's defense of and compromise efforts related to cooperate such Third-Party Claim, and shall furnish the other parties with the Indemnified Party in such defense copies of all relevant pleadings and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partycorrespondence.

Third Party Claims. In the event of that an Indemnified Party desires to make a claim against any Indemnitor in connection with any action, suit, proceeding or demand at any time instituted against or made upon the Indemnified Party by any third party for which the Indemnified Party may seek indemnification under this Article XI (a “Third Party Claim”), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that shall promptly (but in no event later than 30 days after the Indemnifying event) notify Indemnitor of such Third Party Claim and of the Indemnified Party’s claim of indemnification with respect thereto. The Indemnitor shall have forty-five (45) days after receipt of such notice (or by such earlier date as may be obligated necessary under applicable procedural rules in order to indemnify file a timely appearance and response) to notify the Indemnified Party under if the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled Indemnitor has elected to assume and control the defense of such Third Party Claim and to appoint counsel of Claim. If the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails Indemnitor elects to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with pursuant to the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted Indemnitor shall have be entitled at its own expense to conduct and control the right to undertake the defense, compromise or defense and settlement of such Third Party Claim through counsel of its own choosing; provided that (a) the Indemnitor shall conduct such defense actively and diligently, (b) the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense (provided, that the fees and expenses of such separate counsel shall not be recoverable from the Indemnitor under this Article XI), (c) the Indemnified Party will not pay, or permit to be paid, any part of the Third Party Claim, unless the Indemnifying Party consents in writing (such consent not to be unreasonably withheld or delayed) to such payment, and (d) the Indemnitor may not settle any Third Party Claim or consent to the entry of judgment with respect thereto without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed) unless (x) the relief consists solely of money damages (all of which the Indemnitor shall pay), (y) such settlement or compromise includes a provision whereby the plaintiff or claimant in the matter releases each Indemnified Party from all Liability with respect thereto and (z) such settlement or compromise does not include any admission of fault or wrongdoing on behalf the part of the Indemnified Party, and provided further, that in the event that the Indemnified Party withholds its consent to any such settlement of, or entry of judgment with respect to, a Third Party Claim (other than a Third Party Claim involving a claim for equitable relief involving the ongoing operations of the Company), (i) the Indemnitor’s maximum liability under this Article 11 with respect to such Third Party Claim shall be limited to the amount that would be payable by the Indemnitor under this Section 11.8 if such settlement had been entered into or such judgment had been entered. If the Indemnitor fails to notify the Indemnified Party as required above after receipt of the Indemnified Party’s notice of a Third Party Claim or fails to conduct the defense as required above, the Indemnified Party shall be entitled to assume the defense of such Third Party Claim at the expense of and for the account and risk of the Indemnifying PartyIndemnitor, and (ii) the Indemnifying Party agrees to cooperate with provided that the Indemnified Party may not settle any Third Party Claim without the consent (which consent shall not be unreasonably withheld or delayed) of the Indemnitor (provided that the Indemnitor has admitted that it is responsible for the indemnification of such claims pursuant to this Article XI). In all cases with respect to Third Party Claims, Buyers and Sellers shall provide reasonable cooperation to each other in defense of such defense Third Party Claims, including by making employees, information and make documentation reasonably available (including for purposes of fact finding, consultation, interviews, depositions and, if required, as witnesses) and providing such information, testimony and access to the Indemnified Party, all witnesses, their books and records, materials during normal business hours and information upon reasonable notice, in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto each case as may shall be reasonably requested by necessary in connection with the Indemnified Partycontest or defense.

Third Party Claims. All claims for indemnification relating to third party claims shall be asserted and resolved as set forth in this section 12.3 subject, however, to the terms, conditions and limitations otherwise set forth in this Agreement. In the event that any written claim or demand for which an Indemnifying Party would be liable 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 more than 30 days following such Indemnified Party's receipt of a Third Party Claimsuch claim or demand, if notify the Indemnifying Party shall acknowledge in writing of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Indemnified Party shall not be foreclosed by any failure to provide timely notice of the existence of a third party claim or demand to the Indemnifying Party except to the extent that the Indemnifying Party incurs any out-of-pocket expense as a result of such delay or otherwise has been prejudiced as a result of such delay. The Indemnifying Party shall be obligated have fifteen days from the receipt of the Claim Notice (the "Notice Period") to indemnify notify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then (a) whether or not the Indemnifying Party shall be entitled to assume and control disputes the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense liability of the Indemnifying Party to represent the Indemnified Party hereunder with respect to such claim or demand, and any others (b) whether or not it desires to -133- defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party may reasonably designate in connection with defending such Third claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. In the event that the Indemnifying Party Claim (in which case notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall not thereafter be responsible for have the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is right to select legal counsel, reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both defend the Indemnified Party and to otherwise control the Indemnifying Party, provided that the Indemnified Party and proceedings relating to such counsel shall contest such Third Party Claim in good faith claim or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliatesdemand. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its counsel in such defense and make defending any claims or demands, including, without limitation, making available to the Indemnifying Party all witnesses, records, materialsinformation reasonably available to the Indemnified Party relating to such claim or demand, and information in shall not take any action which is reasonably likely to be detrimental to such defense. In addition, the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event Party and the Indemnifying Party fails shall render to assume each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such claim or demand. The party in charge of the defense shall keep the other party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If any Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense provided, the Indemnifying Party shall pay the attorneys' fees of the Indemnified Party if (i) the employment of separate counsel shall have been authorized in writing by any such Indemnifying Party in connection with the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereofthird party claim, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees -134- shall not have employed counsel reasonably satisfactory to cooperate with the Indemnified Party to have charge of such third party claim, or (iii) the Indemnified Party's counsel shall have advised the Indemnified Party in writing with a copy to the Indemnifying Party that there is conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel. In the event that the Indemnifying Party does not elect to defend the claim, the Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party (which consent shall not unreasonably be withheld). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, consent to the entry of a judgment, settle, compromise or offer to settle or compromise any such defense claim or demand or admit or acknowledge any liability (i) on a basis which would result in the imposition of a consent order, injunction, decree or equitable remedy which would restrict the future activity or conduct of the Indemnified Party or any Subsidiary or Affiliate thereof without the written consent of the Indemnified Party and make available (ii) without obtaining (a) a release of the Indemnified Party with respect to such claim or demand and (b) the dismissal with prejudice of any litigation or other proceeding with respect to such claim or demand, in each case for the benefit of and in form and substance reasonably satisfactory to the Indemnified Party, all witnesses, records, materials and information in . If the Indemnifying Party's possession Party elects not to defend the Indemnified Party against a claim or under demand for which the Indemnifying Party's control relating thereto Party would be liable, whether by not giving the Indemnified Party timely notice as may provided above or otherwise, then the amount of any such claim or demand, or, if the same is to be reasonably requested contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give to the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use commercially reasonable efforts in the defense of all such claims and demands.

Third Party Claims. In Promptly after the event receipt by any party hereto of notice of any claim, action, suit or proceeding by any person who is not a Third party to this Agreement (collectively, an "Action") which is subject to indemnification hereunder, such party (the "Indemnified Party") shall give reasonable written notice to the party from whom indemnification is claimed (the "Indemnifying Party"). The Indemnified Party Claimshall be entitled, if at the sole expense and liability of the Indemnifying Party shall acknowledge Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) admit in writing to the Indemnified Party that Party, the Indemnifying Party shall be obligated Party's liability to indemnify the Indemnified Party for such Action under the terms of its indemnity hereunder this Section 5, (ii) notify the Indemnified Party in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel writing of the Indemnifying Party's choice at intention to assume the expense of the Indemnifying Party defense thereof, and (iii) retain legal counsel reasonably satisfactory to represent the Indemnified Party to conduct the defense of such Action. The Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for cooperate with the fees and expenses party assuming the defense, compromise or settlement of any separate counsel retained by such Action in accordance herewith in any Indemnified Party except as set forth below); provided manner that such counsel is party reasonably acceptable to may request. If the Indemnified PartyIndemnifying Party so assumes the defense of any such Action, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an the Indemnified Party shall have the right to employ one separate counsel and to participate in (plus one local counselbut not control) the defense, if necessary)compromise, and or settlement thereof, but the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such one separate counsel (plus one local counsel, if necessary) if shall be the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expense, (ii) any relief other than the payment of money damages is sought against the Indemnified Party or (iii) the Indemnified Party shall have been advised by its counsel that there exists a conflict of interest (including the availability of may be one or more legal defenses available to the Indemnified Party it which are not different from or additional to those available to the Indemnifying Party) that would make it inappropriate , and in any such case the reasonable judgment fees and expenses of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such separate counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested borne by the Indemnifying Party. In the event the No Indemnifying Party fails to assume shall settle or compromise any such Action in which any relief other than the defense payment of such Third money damages is sought against any Indemnified Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) unless the Indemnified Party against which consents in writing to such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of settlement. No Indemnified Party shall settle or compromise any such Third Party Claim on behalf of, at Action for which it is entitled to indemnification hereunder without the expense of and for the account and risk prior written consent of the Indemnifying Party, and (ii) unless the Indemnifying Party agrees shall have failed, after reasonable notice thereof, to cooperate with the Indemnified Party in undertake control of such defense and make available to the Indemnified Party, all witnesses, records, materials and information Action in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partymanner provided above in this Section 5.

Third Party Claims. In the event of (a) If a claim by a third party is made against any Indemnified Party (a “Third Party Claim”), and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party shall promptly notify the Indemnifying Party of such Third Party Claim; provided, that the failure to so notify shall acknowledge in writing not relieve the Indemnifying Party of its obligations hereunder, except to the Indemnified extent that the Indemnifying Party is actually prejudiced thereby. The Indemnifying Party shall have five (5) Business Days after receipt of such notice to assume the conduct and control, through counsel of the Indemnifying Party, of the settlement or defense of such Third Party Claim; provided, that the Indemnifying Party shall be obligated to indemnify permit the Indemnified Party under the terms of its indemnity hereunder to participate in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the settlement or defense of through counsel chosen by such Third Party Claim and to appoint counsel of the Indemnifying Indemnified Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for ; the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the shall be borne by such Indemnified Party, and provided, further, that the Indemnifying Party shall have no liability for any settlement made by the Indemnified Party without the consent of the Indemnifying Party which approval shall consent may not be unreasonably withheld or delayedwithheld. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counselthe foregoing, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an the Indemnified Party shall have the right right, in its sole discretion, to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one pay or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest settle any such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief whichat its own expense, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel provided that, in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereofevent, (i) the Indemnified Party against which such shall have previously obtained from the Indemnifying Party a confirmation in writing of the amount that the Indemnifying Party would be reasonably willing to pay as settlement; (ii) the Indemnified Party may elect, at its sole discretion, to exercise its right to pay or settle the Third Party Claim has been asserted at its own expense as provided above for the amount in excess of the amount specified in such writing; and (iii) the Indemnified Party shall have be entitled to claim from the right to undertake Indemnifying Party the defense, compromise lesser of: (y) the amount effectively paid or settlement of such settled by the Indemnified Party under the Third Party Claim on behalf ofClaim, at or (z) the expense of and for amount that the account and risk of Indemnifying Party was reasonably willing to pay as previously confirmed in writing by the Indemnifying Party, provided further that such payment is made and (ii) the settlement is entered within the period of time specified in the same writing by the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partywhere it authorizes a settlement for a specific amount.

Third Party Claims. In the event If a Parent Indemnitee becomes aware of a Third Party Claimthird-party claim that such Parent Indemnitee believes, if in good faith, may result in a demand by it for indemnification pursuant to this Article VIII, such Parent Indemnitee shall promptly notify the Holder Representative in writing of such claim, setting forth such claims in reasonable detail. The Indemnifying Party shall acknowledge in writing have, at its election pursuant to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of this Section 8.5, the right to undertake, conduct and control, through counsel of its indemnity hereunder own choosing and at its own expense, the settlement or defense thereof, and the Indemnitee shall cooperate with it in connection with such Third Party Claimtherewith; provided, then that the Indemnifying Party shall be entitled to assume and control the defense of such Third action only to the extent (i) such claim would not reasonably be expected to give rise to Losses that are more than the amount of the funds then remaining in the Escrow Account (when taking into account any other claims on the funds in the Escrow Account) or (ii) the claim does not seek, as a substantial component of such claim, an injunction or equitable relief against the Indemnitee; and provided further, that, if it elects to assume control of such claim, the Indemnifying Party Claim shall be entitled to continue to maintain control of that claim so long as it conducts the defense of the claim actively and diligently. If the Indemnifying Party assumes control of the defense of such claim, the Indemnitee may participate in such settlement or defense through counsel chosen by such Indemnitee and paid at its own expense; provided that, if in the reasonable opinion of counsel for such Indemnitee, there is a reasonable likelihood of a conflict of interest between the Indemnifying Party and the Indemnitee, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to appoint counsel such Indemnitee in connection with such defense. So long as the Indemnifying Party is reasonably contesting any such claim in good faith, the Indemnitee shall not pay or settle any such claim without the consent of the Indemnifying Party's choice at the expense of . If the Indemnifying Party does not notify the Indemnitee within 10 days after receipt of the Indemnitee’s notice of a claim of indemnity hereunder that it elects to represent undertake the Indemnified Party and any others defense thereof (or the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case is otherwise unable to assume control of the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable defense pursuant to the Indemnified Partyterms of this Section 8.5), which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party the Indemnitee shall have the right to employ one separate counsel (plus one local counselundertake, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to at the Indemnifying Party) that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party ’s cost, risk and the Indemnifying Partyexpense, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf ofthe claim, at the expense of but shall not thereby waive any right to indemnity therefore pursuant to this Agreement and for the account and risk shall not enter into any settlement without consent of the Indemnifying Party, which shall not be unreasonably withheld with respect to settlements comprising of only monetary relief. The Indemnifying Party shall not, except with the consent of the Indemnitee, enter into any settlement that (a) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnitees of an unconditional release from all Liability with respect to such claim or consent to entry of any judgment and (iib) involves non-monetary relief or remedy, including any restrictions on the Indemnifying Party agrees Indemnitee’s ability to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession operate or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partycompete.

Third Party Claims. In If an Indemnified Party receives notice of the event assertion or commencement of any claim or other Action made or brought by any Person (a Third “Third-Party Claim”) against such Indemnified Party with respect to which the other Party is obligated to provide indemnification under this Agreement, if the Indemnified Party shall give the Indemnifying Party prompt written notice thereof; provided, however, that any failure or delay to provide such notice shall acknowledge not release the Indemnifying Party from any of its obligations under this Article except to the extent that the Indemnifying Party’s ability to defend such Third-Party Claim is materially prejudiced by such failure or delay. Such notice by the Indemnified Party shall describe the Third-Party Claim in writing reasonable detail, and shall indicate the estimated amount of the Losses that have been or may be incurred by the Indemnified Party (if known). The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party that within thirty (30) days of receipt of notice of such Third-Party Claim, to assume the defense of any Third-Party Claim at the Indemnifying Party’s own cost and expense and by counsel selected by the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an and the Indemnified Party shall reasonably cooperate in good faith in such defense; provided, however, that, in order for the Indemnifying Party to assume the defense of such Third-Party Claims, (x) the Indemnifying Party must, in its notice assuming such defense, acknowledge that the Indemnifying Party is obligated to indemnify the Indemnified Party for any Losses arising from or in connection with such Third-Party Claim and (y) if the Indemnified Party is a Third Buyer Indemnified Party, the amount of indemnification available to the Indemnified Party under this Article IX (after taking into account the limitations in Section 9.4) with respect to such Third-Party Claim (net of the amount of any other pending claims against the Indemnifying Party) must exceed 50% of the Losses reasonably likely to arise from such Third­ Party Claim. If the Indemnifying Party assumes the defense of such Third-Party Claim, an the Indemnified Party shall have the right to employ one separate counsel (plus one local counseland to participate in the defense thereof, if necessary)but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, and however, that, notwithstanding anything herein to the contrary, the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel of the Indemnified Party (plus one local counseland shall pay such fees, if necessarycosts and expenses at least quarterly) if (i) the Indemnified Party shall have reasonably concluded, taking into account the advice of legal counsel, that (A) there exists may be a conflict of interest (including the availability of one or more legal defenses or counterclaims available to the Indemnified Party it which are not different from or in addition to those available to the Indemnifying Party) that would make it inappropriate inappropriate, in the reasonable judgment of the Indemnified Party Party, taking into account the advice of legal counsel, for the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided that or (B) the Indemnified Party and such counsel shall contest such Third Third-Party Claim in good faith or (ii) if the Claim seeks injunctive nonmonetary relief which, if granted granted, could materially and adversely affect the Indemnified Party or its AffiliatesAffiliates (and in such case of this clause (B) the Indemnified Party may elect to assume such defense) or (ii) the Indemnifying Party shall not have (A) employed counsel reasonably satisfactory to such Indemnified Party within a reasonable time after notice of such Third Party Claim is received by the Indemnifying Party and (B) continued to diligently conduct the defense of 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, upon reasonable notice during normal business hours, by 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. The Indemnified Party shall cooperate not enter into a settlement of any Third-Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that no such consent will be required if (x) the Indemnifying Party unreasonably withholds, conditions or delays its consent or (y) the Indemnified Party waives its right to indemnification with respect to the Losses arising from such settlement. The Indemnifying Party shall not compromise, discharge or enter into any settlement of a Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the consent of the Indemnified Party shall not be required if (i) there is no finding or admission of any violation of Law or any violation of the rights of any party, (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party (including payment through release of Escrow Funds), and (iii) such compromise, settlement or discharge includes a full, complete and irrevocable release of the Indemnified Party and its Related Persons from all Losses with respect to such Third-Party Claim. Notwithstanding anything herein to the contrary, if (x) the Indemnifying Party does not assume the defense of any Third-Party Claim in accordance with this Section 9.5, (y) at any subsequent date the Indemnifying Party is not diligently conducting the defense of any Third-Party Claim with counsel that is reasonably satisfactory to the Indemnified Party or (z) the Third-Party Claim seeks nonmonetary relief which, if granted, could materially and adversely affect the Indemnified Party, the Indemnified Party may defend such claim at the sole cost of the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnessesmay still participate in, recordsbut not control, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, ’s sole cost and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partyexpense.

Third Party Claims. In (a) If any claim, action, suit or proceeding (an 34 "Action") shall be instituted or asserted against a party hereto (an "Indemnified Party") in respect of which either the event Sellers, on the one hand, or WSMP, on the other hand (the "Indemnifying Party"), shall have an obligation of a Third indemnification hereunder, then the Indemnified Party Claimmay, if prior to the expiration date of such obligation of indemnification, give prompt written notice of such Action to the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms by an Indemnification Claim. Upon receipt of its indemnity hereunder in connection with such Third Party Indemnification Claim, then the Indemnifying Party shall be entitled at its expense to assume and control the defense of defend such Third Party Claim and to appoint Action by counsel of its own choosing, either in the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Partyname, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under name, and the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying PartyParty agrees to cooperate with such counsel. In the event If the Indemnifying Party fails to assume the defense of such Third Party Claim shall not, within thirty (30) days after receipt the date of the Indemnification Claim, serve a return notice thereof in accordance with indicating or stating that the terms hereofIndemnifying Party shall take over the defense of such Action as hereinabove provided, (i) such failure to give notice within the time specified shall be deemed an election by the Indemnifying Party not to take over the defense of such Action. The Indemnified Party against which such Third Party Claim has been asserted shall have the right be entitled at any time to undertake the defenseparticipate, compromise or settlement at its own expense, in any and all aspects of such Third Party Claim on behalf of, at the expense of and for the account and risk Action (regardless of the Indemnifying Partyparties named therein) with counsel of its own choosing, and (ii) the Indemnifying Party agrees to cooperate with such counsel. The Indemnifying Party shall keep the Indemnified Party in reasonably apprised of the course of any negotiations or proceedings with respect to such defense and make available Action and, without regard to the Indemnified Party's participation therein, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by will notify the Indemnified PartyParty prior to the submission to the claiming party of any proposed settlement or compromise of such Action.

Third Party Claims. In the event of a Third The Indemnified Party Claim, if shall promptly ------------------ notify the Indemnifying Party shall acknowledge in writing Parties of the existence of any claim, demand or other matter involving liabilities to the Indemnified Party that third parties to which the Indemnifying Party Parties' indemnification obligations could apply and shall give the Indemnifying Parties a reasonable opportunity to defend the same at their expense and with counsel of their own selection (who shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained approved by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel unreasonably); provided, however, that (plus one local counsel, if necessaryi) to represent an Indemnified Party in connection with a Third Party Claim, an the -------- Indemnified Party shall at all times also have the right to employ one separate counsel fully participate in the defense at its own expense, (plus one local counselii) if, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment of the Indemnified Party for Party, based upon the same counsel to represent both written advice of counsel, a conflict of interest may exist between the Indemnified Party and any of the Indemnifying PartyParties, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted Parties shall not have the right to assume such defense on behalf of such Indemnified Party, and (iii) the failure to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liabilities that they may have hereunder or otherwise, except to the extent that such failure so to notify the Indemnifying Parties materially prejudices the rights of the Indemnifying Parties. If the Indemnifying Parties shall, within a reasonable time after such notice, fail to defend, the Indemnified Party shall have the right, but not the obligation, to undertake the defensedefense of, and to compromise or settlement of such Third Party Claim settle the claim or other matter on behalf ofbehalf, at the expense of and for the account and at the risk and expense of the Indemnifying Party, Parties. The Indemnifying Parties shall not compromise or settle the claim or other matter for any consideration other than the payment of money without the prior written consent of the Indemnified Parties. The Indemnified Parties shall make available all information and (ii) assistance that the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified PartyParties may reasonably request; provided, all witnesses-------- however, records, materials and information in that any associated expenses shall be paid by the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto Parties as may be reasonably requested by the Indemnified Partyincurred.

Third Party Claims. In If a claim made pursuant to Section 9.3 arises ------------------ out of the event claim of any third party, or if there is any claim against a Third Party Claimthird party available by virtue of the circumstances relating thereto, if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of the notice thereof referred to in accordance with the terms hereof, (i) Section 9.3 to notify the Indemnified Party against which that it elects to conduct and control such Third action. If the Indemnifying Party Claim has been asserted does not give the foregoing notice, the Indemnified Party shall have the right to undertake defend, contest and, subject to the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, settle or compromise such action in the exercise of its reasonable discretion, and the Indemnifying Party shall, upon request from the Indemnified Party, promptly pay to such Indemnified Party, in accordance with the other terms hereof, the amount of any Losses for which indemnification is provided hereunder. If the Indemnifying Party gives the foregoing notice, the Indemnifying Party shall have the right to undertake, conduct and control, through counsel of its own choosing and at its sole expense, the conduct and settlement of such action and the Indemnified Party shall -77- cooperate with the Indemnifying Party in connection therewith; provided, -------- however, that (iia) the Indemnifying Party agrees shall not, without the consent of the ------- affected Indemnified Party, enter into any settlement the effect of which is to cooperate create or impose any lien upon any of the properties or assets of the Indemnified Party; (b) the Indemnifying Party shall not consent to any settlement that does not include as an unconditional term thereof the giving of a complete release from liability with respect to such action to the Indemnified Party; (c) the Indemnifying Party shall not enter into any settlement the effect of which is to permit any injunction, declaratory judgment or other nonmonetary relief to be entered against the Indemnified Party; (d) the Indemnifying Party shall permit the Indemnified Party to participate in such conduct or settlement through counsel chosen by the Indemnified Party, with the fees and expenses of such counsel borne by the Indemnified Party unless under then applicable standards of professional conduct a conflict would exist, or be reasonably foreseeable to arise, between the Indemnifying Party and the Indemnified Party in which event such defense fees and make available expenses of such counsel shall be borne by the Indemnifying Party, but under no circumstance shall the Indemnifying Party be required to pay the expenses of more than one such separate counsel in connection with such claim other than separate local counsel; and (e) the Indemnifying Party shall agree promptly to reimburse the Indemnified Party for the full amount of any Losses resulting from such action (except for expenses borne by the Indemnified Party pursuant to clause (d) hereof) incurred by the Indemnified Party, all witnesses, records, materials including reasonable fees and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by expenses of counsel for the Indemnified Party.

Third Party Claims. In the event of (a) If a Proceeding by a Person who is not a party hereto or an Affiliate thereof (a “Third Party Claim”) is made, commenced or threatened in writing against any Person entitled to indemnification pursuant to Section 8.2 (an “Indemnified Party”), and if the Indemnifying such Person intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party shall acknowledge in writing promptly give a Notice of Claim to the Indemnified Party that the Indemnifying Party shall be party obligated to indemnify the such Indemnified Party under (such notified party, the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying “Responsible Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below”); provided that the failure to give such counsel is reasonably acceptable Notice of Claim shall not relieve the Responsible Party of its obligations hereunder, except to the Indemnified Party, which approval shall not be unreasonably withheld or delayedextent that the Responsible Party is actually prejudiced thereby. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified The Responsible Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of such notice thereof in accordance with to assume the terms hereofconduct and control, (i) through counsel reasonably acceptable to the Indemnified Party against which and at the expense of the Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall cooperate with the Responsible Party in connection therewith (it being acknowledged and agreed that upon such assumption of conduct and control, the Responsible Party, and not the Indemnified Party, shall have the exclusive right to settle and defend such Proceeding); provided that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party (the fees and expenses of such counsel shall be borne by such Indemnified Party). So long as the Responsible Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. If the Responsible Party elects to conduct the defense and settlement of a Third Party Claim has been asserted Claim, then the Indemnified Party shall have the right to undertake the defense, compromise pay or settlement of settle such Third Party Claim on behalf of, at Claim; provided that in such event it shall waive any right to indemnity by the expense of and Responsible Party for all Losses related to such claim unless the account and risk of Responsible Party shall have consented to such payment or settlement. If the Indemnifying Party, and (ii) the Indemnifying Responsible Party agrees to cooperate with does not notify the Indemnified Party in such defense and make available to within thirty (30) days after the receipt of the Indemnified Party’s Notice of Claim hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Responsible Party shall not, except with the consent of the Indemnified Party (which shall not be unreasonably withheld or delayed), enter into any settlement that does not include as a term thereof the giving by the Person(s) asserting such claim to all witnesses, records, materials and information Indemnified Parties of a release from all liability with respect to such claim or consent to entry of any judgment. The Indemnified Party shall in no event settle (or consent to the Indemnifying settlement of) any Third Party Claim without the prior written consent of the Responsible Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested . Any non-compliance by the Indemnified Party with the terms and conditions of this Section 8.3 shall be deemed a waiver of such Indemnified Party’s right to indemnification hereunder and shall unconditionally absolve the Responsible Party of any obligation to provide any indemnification hereunder in respect of any Losses related to or arising out of or in connection with such Third Party Claim.

Third Party Claims. In Promptly after the event assertion by any third party of any claim (a “Third Party Claim”) against any Person entitled to indemnification under this Section 9.02 (the “Indemnitee”) that results or may result in the incurrence by such Indemnitee of any Loss for which such Indemnitee would be entitled to indemnification pursuant to this Agreement, such Indemnitee shall promptly (and, in any event, within five (5) business days after receiving notice of such Third Party Claim) notify in writing the parties from whom such indemnification could be sought (the “Indemnitor”); provided, however, if the Indemnifying Party shall acknowledge in writing Indemnitee does not so notify the Indemnitor within said five (5) day period, then the Indemnitor shall, if and only if such delay materially prejudices the Indemnitor with respect to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms defense of its indemnity hereunder in connection with such Third Party Claim, then be relieved of liability hereunder in respect of such Third Party Claim to the Indemnifying Party shall be entitled to extent of the damage caused by such delay. The Indemnitor may, at its option, assume and conduct the defense of the Indemnitee against such Third Party Claim (including without limitation the employment of counsel and the payment of expenses) unless such Third Party Claim (i) seeks an injunction or other equitable remedies in respect of the Indemnitee or its business; (ii) may have an adverse effect on the business or financial condition of the Indemnitee after the Closing Date (including without limitation an adverse effect on the Tax liabilities, earnings or ongoing business relationships of the Indemnitee) or (iii) may result in liabilities which, if taken with other then existing Losses under this Article 9, would not be fully indemnified hereunder. In each such case as described in clauses (i)-(iii) above, the Indemnitor and Indemnitee will jointly control the defense of such Third Party Claim and to appoint counsel cooperate in the defense of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (Claim. No Indemnitor, in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses defense of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, shall, except with the consent of the Indemnitee, consent to entry of any judgment or enter into any settlement which does not include as an Indemnified unconditional term thereof, the giving by the claimant or plaintiff to such Indemnitee of a release of all liability with respect to such Third Party Claim. Any Indemnitee shall have the right to employ one separate counsel (plus one local counselin any such Third Party Claim and to participate in the defense thereof, if necessary), and but the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such one separate counsel (plus one local counsel, if necessary) if shall not be an expense of the Indemnitor unless (i) there exists the Indemnitor shall have failed, within a conflict of interest (including reasonable time after having been notified by the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment Indemnitee of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest existence of such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information as provided in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails preceding sentence, to assume and conduct the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereofClaim, (iii) the Indemnified Party employment of such counsel has been specifically authorized by the Indemnitor, or (iii) such Indemnitee shall have reasonably concluded that there may be defenses available to it which are contrary to, or inconsistent with, those available to the Indemnitor, in any of which events such fees and expenses of not more than one additional counsel for the indemnified parties shall be borne by the Indemnitor. In the event that the Indemnitor does not accept, or is not permitted to accept or assume, the defense of any matter for which it is entitled to assume such defense as provided above, the Indemnitee shall have the full right to defend against which any such Third Party Claim has been asserted and the Indemnitee shall have the right be entitled to undertake the defense, compromise settle or settlement of agree to pay in full such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party claim or demand in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partyits sole discretion.

Third Party Claims. In the event any Indemnified Party becomes aware of a third party claim (a “Third Party Claim”) that such Indemnified Party reasonably believes may result in a claim for indemnification pursuant to this Article X, such Indemnified Party shall notify the Indemnifying Party of such claim with an Indemnification Claim Notice (a “Third Party Notice”), and the Third Party Notice shall be accompanied by copies of any documentation submitted by the third party making such Third Party Claim (except that the Indemnified Party may withhold from the Indemnified Party such communications with its legal counsel to the extent that legal counsel to the Indemnified Party advises that providing such communication could result in the loss of any attorney-client privilege or right under the work-product doctrine of the Indemnified Party in respect of such claim, after giving due consideration to any “community of interest” or similar privilege, if any); provided, that no delay or failure on the part of the Indemnified Party in delivering a Third Party Notice shall cause any Indemnified Party to forfeit any indemnification rights under this Article X except to the extent that the Indemnifying Party is actually and materially prejudiced by such delay or failure. Upon receipt of a Third Party ClaimNotice, if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume participate in, and control undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection therewith; provided, that: (i) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (provided that the fees and expenses of such Third Party Claim and to appoint counsel of shall not be borne by the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim ); (in which case ii) the Indemnifying Party shall not thereafter be responsible for pay, compromise or settle any Third Party Claim without the fees Indemnified Party’s prior written consent (in the Indemnified Party’s sole discretion) unless the proposed payment, compromise or settlement (A) involves solely the payment of money damages by the Indemnifying Party, (B) includes, as an unconditional term of such payment, compromise or settlement, an unconditional and expenses irrevocable release by the Person(s) asserting such claim of the Indemnified Party from any liabilities or obligations with respect to such claim, (C) does not impose any restriction on the Indemnified Party or any injunctive or other equitable relief against the Indemnified Party, and (D) does not include or require a finding or admission of any separate counsel retained by any wrongdoing; and (iii) if the Indemnified Party except as set forth below); provided that such reasonably determines, based on the advice of counsel is reasonably acceptable to the Indemnified Party, that the Indemnified Party has separate defenses from the Indemnifying Party or that there is a conflict of interest between any Indemnified Party and any Indemnifying Party, then the Indemnified Party shall be permitted to retain special counsel of its own choosing at the reasonable expense of the Indemnifying Party. So long as the Indemnifying Party has taken responsibility for and continues to defend the Third Party Claim in good faith, the Indemnified Party shall not pay, compromise or settle such claim without the Indemnifying Party’s written consent, which approval consent shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Party.

Third Party Claims. A party entitled to indemnification hereunder (an "INDEMNIFIED PARTY") shall notify promptly the indemnifying party (the "INDEMNIFYING PARTY") in writing of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Agreement. In case any claim, action or proceeding is brought against an Indemnified Party and the event of a Third Indemnified Party Claim, if notifies the Indemnifying Party shall acknowledge in writing to of the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claimcommencement thereof, then the Indemnifying Party shall be entitled to participate therein and to assume and control the defense of thereof, to the extent that it chooses, with counsel reasonably satisfactory to such Third Party Claim Indemnified Party, and to appoint counsel of the Indemnifying Party's choice at the expense of after notice from the Indemnifying Party to represent the such Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case that it so chooses, the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any liable to such Indemnified Party except as set forth below); provided that for any legal or other expenses subsequently incurred by such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claimthe defense thereof other than reasonable costs of investigation; provided, an Indemnified Party shall have the right to employ one separate counsel however, that (plus one local counsel, i) if necessary), and the Indemnifying Party shall bear fails to take reasonable steps necessary to defend diligently the reasonable fees, costs and expenses of action or proceeding within thirty (30) calendar days after receiving notice from such one separate counsel Indemnified Party that the Indemnified Party reasonably believes it has failed to do so; or (plus one local counsel, if necessaryii) if (i) such Indemnified Party who is a defendant in any claim or proceeding which is also brought against the Indemnifying Party reasonably shall have concluded that there exists a conflict of interest (including the availability of may be one or more legal defenses available to the such Indemnified Party which are not available to the Indemnifying Party; or (iii) that would make it if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in the reasonable judgment of any such case, the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise assume or settlement continue its own defense as set forth above (but with no more than one firm of such Third Party Claim on behalf of, at the expense of and counsel for the account and risk of the Indemnifying Partyall Indemnified Parties in each jurisdiction), and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may shall be reasonably requested by the Indemnified Partyliable for any expenses therefor.

Third Party Claims. In All claims for indemnification made under this Article VI resulting from a third party claim against the event Indemnified Seller Party or Indemnified Buyer Party (a “Third Party Claim”, as the case may be, shall be made in accordance with the following procedures. A Party entitled to indemnification under this Article VII (an “Indemnified Party”) shall give prompt written notification to the Party from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any Proceeding relating to a Third Party Claim for which indemnification may be sought or, if earlier, upon the potential assertion of any such claim by a third party; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, if the Indemnifying Party shall acknowledge in writing may, upon written notice thereof to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party, assume control of the defense of such Proceeding or claim with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall be obligated not have the right to indemnify assume the defense of the Third Party Claim if (i) any such claim seeks, in addition to or in lieu of monetary losses, any injunctive or other equitable relief, (ii) settlement of, or an adverse judgment with respect to, the Third Party Claim may establish (in the good faith judgment of the Indemnified Party under Party) a precedential custom or practice adverse to the terms business interests of the Indemnified Party, or (iii) WFF (or any of its indemnity hereunder in connection with Affiliates or any syndicate member to the credit facility provided by WFF or its Affiliates to Buyer) is the third party making such Third Party Claim; provided further, then that if the Indemnifying potential Losses pursuant to the claim exceed the amount of remaining indemnification available hereunder, the Indemnified Party shall not be entitled required to assume and cede control of the defense of such claim to the Indemnifying Party because the potential loss to the Indemnified Party exceeds the amount of indemnification thereunder. If the Indemnifying Party is unable to assume control of the defense of the Third Party Claim and because such claim relates to appoint counsel any of the matters described in subsection 7.4(a)(i)-(iii) herein, the Indemnifying Party's choice Party may participate in such defense at its own expense. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense at the expense of the Indemnifying Party. The Party to represent not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party and any others reasonably concludes, based on advice from counsel, that the Indemnifying Party may reasonably designate and the Indemnified Party have conflicting interests with respect to such Proceeding or claim, the reasonable fees and expenses of such separate counsel to the Indemnified Party shall be paid by the Indemnifying Party; provided, however, that in connection with such Third Party Claim (in which case no event shall the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate more than one counsel retained per jurisdiction for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the status of such Proceeding or claim and the defense thereof and shall consider recommendations made by any the other Party with respect thereto. The Indemnified Party except as set forth belowshall not agree to any settlement of such Proceeding or claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed); provided . The Indemnifying Party shall not agree to any settlement of such Proceeding or claim that such counsel is reasonably acceptable to does not include a complete release of the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent Any Losses for which an Indemnified Party in connection with a Third Party Claimis entitled to indemnification hereunder shall be promptly paid as suffered, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one incurred or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partyaccrued.

Third Party Claims. In the event of (a) If a claim by a third party (a “Third Party Claim”) is made against any Indemnified Party, and if such party intends to seek indemnity with respect thereto under this Article X, such Indemnified Party shall promptly notify the Indemnifying Party of such Third Party Claim; provided, that the failure to so notify shall acknowledge in writing not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is actually and materially prejudiced thereby. The Indemnifying Party shall have ten (10) days after receipt of such notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party that at the expense of the Indemnifying Party shall be obligated to indemnify Party, of the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the settlement or defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate shall cooperate with it in connection with such Third Party Claim therewith; provided, that (in which case i) the Indemnifying Party shall not thereafter be responsible for permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party; provided, that, subject to Section 10.7.(b), the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest be borne by such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees shall be entitled to cooperate with assume the defense of such action only to the extent the Indemnifying Party acknowledges in writing its indemnity obligation to the extent set forth in this Agreement; and provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (A) such Third Party Claim may reasonably give rise to Losses which are more than 200% of the amount indemnifiable by such Indemnifying Party pursuant to this Article X; (B) the claim for indemnification relates to or arises in such defense connection with any criminal proceeding, action, indictment, allegation or investigation; (C) the claim seeks an injunction or equitable relief against the Indemnified Party; (D) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and make available to the Indemnified Party; or (E) upon petition by the Indemnified Party, all witnesses, records, materials and information in the appropriate court rules that the Indemnifying Party's possession Party failed or under is failing to vigorously prosecute or defend such Third Party Claim; or (F) if the Indemnifying Party's control relating thereto as may defendant in such Third Party Claim is Pegasus Capital Advisors, L.P. or its members, managers, officers or directors, such Indemnified Party reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be reasonably requested by the detrimental to or injure such Indemnified Party’s reputation.

Third Party Claims. In the event of (a) If a claim, action, suit or Proceeding by a Person who is not a Party or an Affiliate thereof (a “Third Party Claim”) is made against any Person entitled to indemnification pursuant to Section 9.2 or Section 6.13(j) hereof (an “Indemnified Party”), and if the Indemnifying such Person intends to seek indemnity with respect thereto under this Article 9 or Section 6.13, such Indemnified Party shall acknowledge promptly notify the Party obligated to indemnify such Indemnified Party (or, in writing the case of a Buyer Indemnitee seeking indemnification, such Buyer Indemnitee shall promptly notify Sellers’ Representative, in each case, such notified Party, the “Responsible Party”) of such claims; provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually prejudiced thereby. Such notice shall identify in reasonable detail and in good faith the basis under which indemnification is sought pursuant to Section 9.2 or Section 6.13 (as the case may be) and enclose true and correct copies of any written document furnished to the Indemnified Party by the Person that instituted the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified The Responsible Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of such notice thereof in accordance with to assume the terms hereofconduct and control, (i) through counsel reasonably acceptable to the Indemnified Party against which at the EAST\134549672.25 70 expense of the Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall use commercially reasonable efforts to cooperate with the Responsible Party in connection therewith; provided that the Responsible Party shall permit the Indemnified Party to participate in such Third settlement or defense through counsel chosen by such Indemnified Party Claim has been asserted (the fees and expenses of such counsel shall be borne by such Indemnified Party). So long as the Responsible Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that in such event it shall waive any right to indemnity in respect of such claim unless the Responsible Party shall have consented to such payment or settlement. If the Responsible Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense, compromise defense or settlement thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Responsible Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement that does not include as an unconditional term thereof the giving by the Person(s) asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim or consent to entry of any judgment. Notwithstanding anything in this Article 9 to the contrary, the Responsible Party shall not have the right to assume the defense under this Section 9.3 for any Third Party Claim on behalf of(i) where material non-monetary relief is sought that is not merely incidental to the monetary relief that is sought, at the expense of and for the account and risk of the Indemnifying Party, and (ii) involving criminal or quasi-criminal allegations, (iii) that could reasonably be expected to materially adversely affect the Indemnifying Indemnified Party’s business, or (iv) involving the Responsible Party agrees or its Affiliates as parties if counsel to cooperate with the Responsible Party determines in good faith that joint representation would give rise to a conflict of interest, in each case, for which defense shall be assumed by the Indemnified Party in such defense and make available with the right to retain (at the Indemnified Responsible Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Party’s expense) counsel of its choice.

Third Party Claims. In the event of a Third Party Claim, if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Promptly after receipt by an Indemnified Party under this Article 8 of notice of a claim by a third party (a "THIRD PARTY CLAIM"), such Indemnified Party will, if a claim in respect thereof is to be made against an Indemnitor under this Article 8, notify the terms Indemnitor in writing of its indemnity hereunder in connection with such Third Party Claim, then ; but the Indemnifying Party failure so to notify an Indemnitor will not relieve it from liability under this Article 8 unless and to the extent it did not otherwise learn of such claim and such failure results in the forfeiture by the Indemnitor of substantial rights and defenses. The Indemnitor shall be entitled to assume and control of the defense of any action, suit or proceeding with respect to such Third Party Claim and to appoint with counsel of the Indemnifying PartyIndemnitor's choice at the Indemnitor's expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party Indemnitor shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any an Indemnified Party except as set forth below); provided PROVIDED, HOWEVER, that such counsel is shall be reasonably acceptable satisfactory to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Partythe Indemnitor's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an the Indemnified Party in connection with a Third Party Claiman action, an suit or proceeding, the Indemnified Party shall have the right to employ one separate counsel (plus one including local counsel, if necessary), and the Indemnifying Party Indemnitor shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists the use of counsel chosen by the Indemnitor to represent the Indemnified Party would present such counsel with a conflict of interest interest, (including ii) the availability of one actual or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent potential defendants in, or targets of, any such action, suit or proceeding include both the Indemnified Party and the Indemnifying Party, provided that Indemnitor and the Indemnified Party and such shall have reasonably concluded that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnitor, (iii) the Indemnitor shall not have employed counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect satisfactory to the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) represent the Indemnified Party against which such Third Party Claim has been asserted shall have within a reasonable time after notice of the right to undertake the defense, compromise or settlement institution of such Third action, suit or proceeding or (iv) the Indemnitor shall authorize the Indemnified Party Claim on behalf of, to employ separate counsel at the expense of and for the account and risk Indemnitor. An Indemnitor will not, without the prior written consent of the Indemnifying each Indemnified Party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Article 8 (whether or not the Indemnified Parties are actual or potential parties to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes (i) an unconditional release of each Indemnified Party from all liability arising out of such claim, action, suit or proceeding and (ii) the Indemnifying Party agrees to cooperate with does not require the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partypay for any amounts for which it is not to receive complete indemnification.

Third Party Claims. In the event that an Indemnified Party becomes aware of a Third Party Claim, if the Claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder, the Indemnified Party shall acknowledge give reasonably prompt notice in writing to the Indemnifying Party of such Claim, identifying the basis for such Claim or demand, and the amount or the estimated amount thereof to the extent then determinable (which estimate shall not be conclusive of the final amount of such Claim whether or not the Claim is a Third Party Claim) ("Claim Notice"); provided, however, that any delay in giving such Claim Notice will not be deemed a waiver of nor result in any discontinuation of any rights of the Indemnified Party that except to the extent the rights of the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party, upon request of the Indemnified Party, shall retain counsel (who shall be obligated reasonably acceptable to indemnify the Indemnified Party) to represent the Indemnified Party under and shall pay the terms reasonable fees and disbursements of its indemnity hereunder in connection such counsel with such Third regard thereto; provided, however, that the Indemnified Party Claimis hereby authorized, then prior to the date on which it receives written notice from the Indemnifying Party designating such counsel, to retain counsel, whose fees and expenses shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party, to file any motion, answer or other pleading and take such other action which it reasonably shall deem necessary to protect its interests or those of the Indemnifying Party to represent until the date on which the Indemnified Party and any others receives such notice from the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case Party. After the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that retain such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an the Indemnified Party shall have the right to employ one separate counsel (plus one local retain its own counsel, if necessary), and but the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such one separate counsel (plus one local counsel, if necessary) if shall be at the expense of such Indemnified Party unless (i) there exists a conflict of interest (including the availability of one or more legal defenses to Indemnifying Party and the Indemnified Party which are not available shall have mutually agreed to the retention of such counsel or (ii) the named parties of any such proceeding (including any impleaded parties) include both the Indemnifying Party) that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not, in connection with any proceedings or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one such firm for the Indemnified Party (except to the extent the Indemnified Party retained counsel to protect its (or the Indemnifying Party's) rights prior to the selection of counsel by the Indemnifying Party). If requested by the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall agrees to cooperate with the Indemnifying Party and its counsel in such defense and make available to contesting any Third Party Claim which the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as defends. A Third Party Claim may not be reasonably requested settled by the Indemnifying Party. In Party without the event prior written consent of the Indemnified Party (which consent will not be unreasonably withheld) unless, as part of such settlement, the Indemnified Party shall receive a full and unconditional release; provided, however, that the Indemnifying Party fails to assume shall not settle any claim without the defense prior written consent of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against (which consent shall not be unreasonably withheld) if such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and is not exclusively for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partymonetary Damages.

Third Party Claims. In the event of (a) If a claim, action, suit or proceeding by a third party (a “Third Party Claim”) is made against any person or entity entitled to indemnification pursuant to Section 8.2 hereof (an “Indemnified Party”), and if the Indemnifying such Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party shall acknowledge in writing promptly notify the party obligated to indemnify such Indemnified Party (such notified party, the “Responsible Party”) of such claims; provided, that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually and materially prejudiced thereby. The Responsible Party shall have 15 days after receipt of such notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent Responsible Party, of the settlement or defense thereof, and the Indemnified Party and any others the Indemnifying Party may reasonably designate shall cooperate with it in connection with such Third Party Claim (in which case therewith; provided, that the Indemnifying Responsible Party shall not thereafter be responsible for permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided, that the fees and expenses of such counsel shall be borne by such Indemnified Party. So long as the Responsible Party is reasonably contesting any separate counsel retained by any such claim in good faith, the Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld pay or delayedsettle any such claim. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counselthe foregoing, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an the Indemnified Party shall have the right to employ one separate counsel (plus one local counselpay or settle any such claim, if necessary)provided that in such event it shall waive any right to indemnity therefor by the Responsible Party or from the Escrow Account, and as the Indemnifying case may be, for such claim unless the Responsible Party shall bear have consented to such payment or settlement, which consent will not be unreasonably withheld. If the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to Responsible Party does not notify the Indemnified Party which are not available to within 15 days after the Indemnifying Party) that would make it inappropriate in the reasonable judgment receipt of the Indemnified Party for Party’s notice of a claim of indemnity hereunder that it elects to undertake the same counsel to represent both defense thereof; the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake contest, settle or compromise the defense, compromise or settlement of such Third Party Claim on behalf ofclaim, at the expense of and for the account and risk of the Indemnifying Responsible Party, and (ii) the Indemnifying but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Responsible Party agrees to cooperate shall not, except with the Indemnified Party in such defense and make available to consent of the Indemnified Party, all witnesses, records, materials and information in enter into any settlement that does not include as an unconditional term thereof the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested giving by the person or persons asserting such claim to all Indemnified PartyParties of an unconditional release from all liability with respect to such claim or consent to entry of any judgment.

Third Party Claims. In the event If any claim or demand in respect of which an Indemnified Party might seek indemnity under this ARTICLE 8 is asserted against such Indemnified Party by a Person other than a Seller Indemnified Party or a Buyer Indemnified Party (as applicable) (a “Third Party Claim”), if the Indemnified Party shall give written notice and the details thereof including copies of all relevant pleadings, documents and information (collectively a “Third Party Claim Notice”) to the Indemnifying Party shall acknowledge in writing to within a period of twenty (20) days following the assertion of the Third Party Claim against the Indemnified Party that (the “Third Party Claim Notice Period”). If the Indemnified Party fails to provide the Third Party Claim Notice within the Third Party Claim Notice Period, the Indemnifying Party shall will not be obligated to indemnify the Indemnified Party under with respect to such Third Party Claim to the terms extent (and only to the extent) that the Indemnifying Party’s ability to defend has been materially prejudiced by such failure of the Indemnified Party. The Indemnifying Party will notify the Indemnified Party within a period of ten (10) days after the receipt of the Third Party Claim Notice by the Indemnifying Party (the "Third Party Claim Response Period”) whether or not the Indemnifying Party desires, at its indemnity hereunder in connection with sole cost and expense, to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party within the Third Party Claim Response Period that the Indemnifying Party desires to defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party at its sole cost and expense shall defend, with counsel reasonably satisfactory to the Indemnified Party, such Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted to a final conclusion or will be settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party, which shall not be unreasonably withheld and which shall be deemed to be provided if such settlement provides a release to the Indemnified Party without the payment of any amount by the Indemnified Party). The Indemnified Party will cooperate in such defense at the sole cost and expense of the Indemnifying Party. The Indemnified Party may, at its sole cost and expense, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the last sentence of the preceding paragraph, file any pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests. The Indemnified Party, at its expense, may participate in, but not control, any defense or settlement of any Third Party Claim conducted by the Indemnifying Party pursuant to this Section 8.3(b). Notwithstanding the foregoing, if the named parties to any proceeding include both the Indemnified Party and the Indemnifying Party and, in the reasonable opinion of counsel to the Indemnified Party, representation of both parties by the same counsel would be in conflict or otherwise inappropriate due to actual or potential differing interests between them, then the Indemnified Party shall be entitled to assume and control retain separate counsel for the defense of such Third Party Claim and to appoint counsel of the Indemnifying Indemnified Party's choice , at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliatesreasonable). The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event If the Indemnifying Party fails to assume notify the defense of such Indemnified Party within the Third Party Claim within thirty (30) days after receipt of Response Period that the Indemnifying Party desires to defend the Third Party Claim or if the Indemnifying Party gives such notice thereof in accordance with but fails to prosecute diligently or settle the terms hereofThird Party Claim, (i) then the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf ofdefend, at the sole cost and expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Third Party agrees to cooperate with Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Party in such defense a reasonable manner and make available to in good faith or will be settled at the discretion of the Indemnified Party, all witnesses, records, materials and information in Party (with the consent of the Indemnifying Party's possession or under the , which shall not be unreasonably withheld). The Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified PartyParty may, at its sole cost and expense, cooperate in such defense.

Third Party Claims. In the event If any claim, assertion or proceeding by or in respect of a Third third party is made against an Indemnified Party Claimor any event in respect of a third party occurs, and if the Indemnified Party intends to seek indemnity with respect thereto under this Article or to apply any damage or liability arising therefrom to the U.S. Dollar amounts referred to herein, the Indemnified Party shall promptly notify the Indemnifying Party shall acknowledge of such claim in writing to writing, provided that the failure by the Indemnified Party to give such notice shall not relieve the Indemnifying Party from its indemnification obligations hereunder, except if and to the extent that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the is actually materially prejudiced thereby. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of such notice thereof to undertake, conduct, and control, through counsel of its own choosing and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in accordance with connection therewith; provided, however, that (a) the terms hereofIndemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel shall be borne by Indemnified Party, (ib) the Indemnifying Party shall promptly reimburse the Indemnified Party for the full amount of any liability resulting from such claim and all related and reasonable expenses (other than the fees and expenses of counsel as aforesaid) incurred by the Indemnified Party within the limits of this Article and subject to the U.S. Dollar amounts referred to herein, (c) the Indemnified Party against which shall not, without the prior written consent of the Indemnifying Party, settle or compromise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Third claim, and (d) nothing herein shall require any Indemnified Party Claim has been asserted to consent to the entry of any order, injunction, or consent decree materially affecting its ability to conduct its business operations after the date thereof. So long as the Indemnifying Party is reasonably contesting any such claim in good faith, the Indemnified Party shall have the right to pay or settle any such claim; provided, however, that in such event it shall waive any right to indemnity therefor by the Indemnifying Party. If representation of the Indemnified Party, on the one hand, and the Indemnifying Party, on the other, by the same counsel would otherwise be inappropriate due to actual or potential differing interests between them, then the Indemnified Parties shall be entitled to engage separate legal counsel to participate in the defense of such claim at the sole expense of Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party’s written notice of a claim of indemnity hereunder that it elects to undertake the defensedefense thereof, the Indemnified Party shall have the right to contest, settle, or compromise or settlement the claim in the exercise of such Third Party Claim on behalf of, its reasonable judgment at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Party.

Third Party Claims. In the event of a Third Party Claim, if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's ’s choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided provided, that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld withheld, conditioned or delayed. Notwithstanding an Indemnifying Party's ’s election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of one such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment of the Indemnified Party (upon and in conformity with advice of counsel to the Indemnified Party) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided provided, that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliatesfaith. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's ’s possession or under the Indemnified Party's ’s control relating thereto as may be reasonably requested by the Indemnifying Party, and in contesting any Claim, demand or Proceeding which the Indemnifying Party defends or, if appropriate and related to the Claim, demand or Proceeding in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of defense and for the account and risk of the Indemnifying PartyParty shall be liable for all fees and expenses incurred in connection with such defense, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's ’s possession or under the Indemnifying Party's ’s control relating thereto as may be reasonably requested by the Indemnified Party.

Third Party Claims. In The Indemnifying Party shall have thirty (30) days after receipt of the event Claim Notice with respect to a Third-Party Claim to assume the conduct and control of a Third the settlement or defense of such the Third-Party Claim, if the Indemnifying Party shall acknowledge in writing through counsel of its own choosing (but reasonably satisfactory to the Indemnified Party that Party) and at the Indemnifying Party shall be obligated to indemnify Party?s own expense, and the Indemnified Party under the terms of its indemnity hereunder shall cooperate with it in connection with such Third Party Claimtherewith; provided, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate such counsel retained shall be borne by any such Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the no right to employ one separate counsel indemnification therefor unless (plus one local counsel, if necessary), and i) the employment thereof has been specifically authorized by the Indemnifying Party shall bear in writing, (ii) the reasonable fees, costs and expenses Indemnified Party reasonably concludes (based on the advice of such one separate counsel (plus one local counsel, if necessary) if (i) that there exists a conflict of interest (including between the availability interests of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that or (iii) the Indemnifying Party has after a reasonable time failed to employ counsel to assume or to continue to maintain such defense, in each of which events the Indemnified Party may retain counsel which shall be reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall pay the reasonable fees and expenses of such counsel for the Indemnified Party (but in no event shall contest the Indemnifying Party be obligated to pay fees and expenses of more than one firm for all Indemnified Parties). Except as otherwise provided in this Section 9.2(c), so long as the Indemnifying Party is reasonably contesting any such Third Third-Party Claim in good faith or (ii) if faith, the Indemnifying Party shall have the exclusive right to conduct and control the defense of the Third-Party Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party shall not pay or its Affiliates. The Indemnified settle any such Third-Party shall cooperate with Claim without the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by consent of the Indemnifying Party. In the event If the Indemnifying Party fails to assume does not notify the defense of such Third Indemnified Party Claim within thirty (30) days after the receipt of notice the Indemnified Party's Claim Notice with respect to a Third-Party Claim that it elects to undertake the defense thereof in accordance with the terms hereof(or does not fulfill its commitment to undertake such defense), (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake contest, settle or compromise the defense, compromise or settlement of such Third Third-Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Party agrees to cooperate shall not, except with the Indemnified Party in such defense and make available to written consent of the Indemnified Party, all witnesses, records, materials and information in consent to the Indemnifying Party's possession entry of any judgment or under enter into any settlement that does not include as an unconditional term thereof the Indemnifying Party's control relating thereto as may be reasonably requested giving by the person asserting such Third-Party Claim of an unconditional release from all liability with respect to such Third-Party Claim to all Indemnified PartyParties (i.e., Assignor Indemnified Parties or Assignee Indemnified Parties, as the case may be).

Third Party Claims. In the event any Indemnified Party becomes aware of a third party claim (a “Third Party Claim”), if which such Indemnified Party reasonably believes may result in a demand for indemnification pursuant to this Section 10, such Indemnified Party shall promptly provide written notification (a “Third Party Claim Notice”) to the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such claim after it becomes aware of such Third Party Claim, then Claim specifying the Indemnifying Party shall be entitled to assume and control the defense nature of such Third Party Claim and to appoint counsel the amount or estimated amount thereof, together with copies of the Indemnifying all notices and documents (including court papers) served on or received by such Indemnified Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such , which notice must be identified as a “Third Party Claim (in which case Notice”; provided, that the failure to promptly provide such notice shall not affect the rights of such Indemnified Party to indemnification pursuant to this Section 10 except to the extent that the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayedhave been prejudiced thereby. Notwithstanding an The Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel assume the entire control of the defense, compromise or settlement of such Action (plus one local including the selection of counsel, if necessary), and subject to the Indemnifying right of the Indemnified Party shall bear to participate (with counsel of its choice, but the reasonable fees, costs fees and expenses of such one separate additional counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including shall solely be at the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment expense of the Indemnified Party). The Indemnifying Party for will not compromise or settle any such Action (other than, after consultation with Indemnified Party, an Action to be settled by the same counsel to represent both payment of money damages and/or the Indemnified Party and the Indemnifying Partygranting of releases, provided that no such settlement or release shall acknowledge the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (iiParty’s liability for future acts) if without the Claim seeks injunctive relief which, if granted could materially and adversely affect prior written consent of the Indemnified Party Party, which consent shall not be unreasonably withheld, conditioned or its Affiliatesdelayed. The Indemnified Party shall cooperate with If the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to does not assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereofThird Party Claim Notice, (i) then the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the entire control of the defense, compromise or settlement of such Third Party Claim on behalf of(including the selection of counsel), subject to the right of the Indemnifying Party to participate (with counsel of its choice, but the fees and expenses of such additional counsel shall solely be at the expense of the Indemnifying Party), and for the account and risk Indemnified Party will not compromise or settle any such Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. The party that is not conducting the defense shall provide the party conducting the defense and (ii) the Indemnifying its counsel with reasonable access during normal business hours to such party’s records and personnel relating to any Third Party agrees to Claim and shall otherwise reasonably cooperate with the Indemnified Party in such party conducting the defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession defense or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partysettlement thereof.

Third Party Claims. In Promptly after the event receipt by any party hereto of notice of any claim, action, suit or proceeding by any person who is not a Third Party Claimparty to this Agreement (collectively, if an "Action") which is subject to indemnification hereunder, such party ("Indemnified Party") shall give reasonable written notice to the party from whom indemnification is claimed ("Indemnifying Party"). The Indemnifying Party shall acknowledge be entitled, at the Indemnifying Party's sole expense and liability, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall (i) admit in writing to the Indemnified Party that Party, the Indemnifying Party shall be obligated Party's liability to indemnify the Indemnified Party for such Action under the terms of its indemnity hereunder this Section 6, (ii) notify the Indemnified Party in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel writing of the Indemnifying Party's choice at intention to assume the expense of the Indemnifying Party defense thereof and (iii) retain legal counsel reasonably satisfactory to represent the Indemnified Party to conduct the defense of such Action. The Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for cooperate with the fees and expenses party assuming the defense, compromise or settlement of any separate counsel retained by such Action in accordance herewith in any Indemnified Party except as set forth below); provided manner that such counsel is party reasonably acceptable to may request. If the Indemnified PartyIndemnifying Party so assumes the defense of any such Action, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an the Indemnified Party shall have the right to employ one separate counsel and to participate in (plus one local counselbut not control) the defense, if necessary)compromise, and the Indemnifying Party shall bear the reasonable fees, costs or settlement thereof. The fees and expenses of such one separate counsel (plus one local counselshall be the Indemnified Party's sole expense, if necessary) if 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 shall have been advised by its counsel that there exists a conflict of interest (including the availability of may be one or more legal defenses available to the Indemnified Party it which are not different from or additional to those available to the Indemnifying Party) that would make it inappropriate , and in any such case the reasonable judgment fees and expenses of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such separate counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested borne by the Indemnifying Party. In the event the No Indemnifying Party fails to assume shall settle or compromise any such Action in which any relief other than the defense payment of such Third money damages is sought against any Indemnified Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) unless the Indemnified Party against which consents in writing to such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf ofsettlement, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the which consent shall not be unreasonably withheld. No Indemnified Party in shall settle or compromise any such defense and make available Action for which it is entitled to the Indemnified Party, all witnesses, records, materials and information in indemnification hereunder without the Indemnifying Party's possession or under prior written consent, unless the Indemnifying Party's Party shall have failed, after reasonable notice thereof, to undertake control relating thereto as may be reasonably requested by of such Action in the Indemnified Partymanner provided above in this Section 6.

Third Party Claims. In the event of a Third Party Claim, if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then Claim the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliateswithheld. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party, and in contesting any Action which the Indemnifying Party defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty ten (3010) days after receipt of notice thereof in accordance with the terms hereof, (iA) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (iiB) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Party.

Third Party Claims. In Promptly after the event receipt by either Party of a notice of a Claim made by a Third Party that is the subject of indemnification pursuant to this Section 15 (collectively, "Third Party Claim"), if such Party (the "Indemnified Party") shall deliver to the Party from which indemnification is sought (the "Indemnifying Party") a written notice that specifies in reasonable detail the basis of the claim for indemnification hereunder ("Notice of Indemnity Claim"). Subject to any applicable statute of limitation periods, the failure of the Indemnified Party to give a Notice of Indemnity Claim shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that such failure shall acknowledge result in material prejudice to the Indemnifying Party. The Indemnifying Party shall, at its sole expense and liability, assume the defense of any Third Party Claim within ten (10) business days after receipt of a Notice of Indemnity Claim with respect thereto. Should the Indemnifying Party, within ten (10) business days after receipt of the Notice of Indemnity Claim, fail to (i) notify the Indemnified Party in writing of the Indemnifying Party's intention to assume the defense thereof, or (ii) retain legal counsel reasonably satisfactory to the Indemnified Party that to conduct the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms defense of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Indemnified Party shall be entitled to assume entitled, at the sole expense and control the defense of such Third Party Claim and to appoint counsel liability of the Indemnifying Party's choice at the expense , to exercise full control of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf ofClaim. Provided that the Indemnifying Party assumes the defense of any Third Party Claim, at the expense Indemnifying Party shall have the right to exercise full control of the defense, compromise or settlement of such Third Party Claim. The Indemnified Party shall have the right to engage separate legal counsel and for to participate in the account and risk defense, compromise or settlement thereof; provided, however, that the expenses of such legal counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party or (iii) the Indemnified Party shall have one or more legal defenses available to it which are in conflict with those available to the Indemnifying Party, and in any of which cases identified in clause (i), (ii) or (iii), the expenses of such separate legal counsel shall be borne by the Indemnifying Party. The Party not assuming the defense of any Third Party Claim shall cooperate with the Party assuming such defense in any manner that the Party assuming such defense reasonably may request, except to the extent such cooperation may result in liability or damages to the cooperating Party not indemnified against by the other Party hereunder. The Indemnified Party shall not settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party agrees unless the Indemnifying Party shall have failed to cooperate with undertake the defense and control of such Third Party Claim in the manner hereinabove required. For any Third Party Claim in which the relief sought is other than monetary damages, the Indemnifying Party shall not settle or compromise the non-damage component of such Third Party Claim unless the Indemnified Party consents in writing to such defense compromise or settlement. The respective rights and make available remedies of the Parties in this Section 14.4 shall survive the expiration or termination of this Agreement until ninety (90) days following the expiration of the statute of limitations applicable to the Third Party Claim for which indemnification may be sought hereunder; provided, that if a Notice of Claim respecting a Third Party Claim has been timely given, the limitations period shall be extended until the final, binding and nonappealable resolution of such Third Party Claim and the Indemnified Party's right to indemnification hereunder, all witnesses, records, materials and information in but for only so long as the Indemnifying Party's possession or Indemnified Party continues to pursue its indemnification rights with reasonable diligence under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partycircumstances.

Third Party Claims. In the event of (a) If a Claim by a third party (a “Third Party Claim”) is made against any Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Article 6, such Indemnified Party shall notify the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms Parties, within 30 days of its indemnity hereunder in connection with receiving such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and in writing; provided, that the Table of Contents failure to appoint counsel of so notify shall not relieve the Indemnifying Party's choice Party of its obligations hereunder, except to the extent that the Indemnifying Parties are actually materially prejudiced thereby or otherwise forfeit rights or defenses by reason of such failure. The Indemnifying Parties shall have 90 days after receipt of such notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Indemnifying Party to represent Parties, of the settlement or defense thereof, and the Indemnified Party and any others shall cooperate with it in connection therewith; provided, that the Indemnifying Parties shall permit the Indemnified Party may reasonably designate to participate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for settlement or defense through counsel chosen by such Indemnified Party, provided, that, the fees and expenses of such counsel shall be borne by such Indemnified Party. So long as the Indemnifying Parties is reasonably contesting any separate counsel retained by any such Third Party Claim in good faith, the Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not pay or settle any such Third Party Claim without the Indemnifying Parties’ prior written consent (not to be unreasonably withheld or delayed). Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counselthe foregoing, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an the Indemnified Party shall have the right to employ one separate counsel (plus one local counselpay or settle any such Third Party Claim, if necessary)provided, and that in such event it shall waive any right to indemnity therefor by the Indemnifying Parties for such Third Party Claim unless the Indemnifying Party shall bear have consented to such payment or settlement. If the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to Indemnifying Party does not notify the Indemnified Party which are not available to within 90 days after the Indemnifying Party) that would make it inappropriate in the reasonable judgment receipt of the Indemnified Party for Party’s written notice of a claim of indemnity hereunder that it elects to undertake the same counsel to represent both defense thereof, the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake contest, settle or compromise the defenseThird Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. In such event, compromise the Indemnified Party may employ counsel to represent or settlement of defend the Indemnified Party against any such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, Parties shall pay the reasonable fees and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in disbursements of such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partycounsel.

Third Party Claims. With respect to third-party claims, all claims for ------------------ indemnification by an Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 10.5. In the event of that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a Third third party, such Indemnified Party Claim, if shall promptly notify the Indemnifying Party shall acknowledge in writing of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the "Claim Notice"). ------------ The Indemnifying Party shall have thirty (30) days from the date of receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party that (i) ------------- whether or not the Indemnifying Party shall be obligated to indemnify disputes the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense liability of the Indemnifying Party to represent the Indemnified Party hereunder with respect to such claim or demand and any others (ii) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party may reasonably designate in connection with defending such Third Party Claim (claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in which case the event that the Indemnifying Party shall not thereafter be responsible for notifies the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided within the Notice Period that such counsel is reasonably acceptable it desires to defend the Indemnified PartyParty against such claim or demand, which approval shall not be unreasonably withheld or delayed. Notwithstanding an the Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counseldefend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense, if necessary), it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party. The Indemnifying Party shall bear not, without the reasonable feesprior written consent of the Indemnified Party, costs and expenses settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of such one separate counsel (plus one local counsela consent order, if necessary) if (i) there exists a conflict injunction or decree which would restrict the future activity or conduct of interest (including the availability of one or more legal defenses to the Indemnified Party which are or any subsidiary or Affiliate thereof or if such settlement or compromise does not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment include an unconditional release of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and any liability arising out of such counsel shall contest such Third Party Claim in good faith claim or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliatesdemand. The Indemnified Party shall cooperate with If the Indemnifying Party and its counsel in such defense and make available elects not to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) defend the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defenseclaim or demand, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with whether by not giving the Indemnified Party in timely notice as provided above or otherwise, then the amount of any such defense and make available to claim or demand or, if the same be contested by the Indemnified Party, all witnesses, records, materials that portion thereof as to which such defense is unsuccessful (and information in the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party's possession or under Party hereunder, subject to the Indemnifying Party's control relating thereto limitations set forth in Sections 10.3. Buyer and Seller shall each render to each other such assistance as may reasonably be reasonably requested by in order to insure the Indemnified Partyproper and adequate defense of any such claim or proceeding.

Third Party Claims. In the event case of any claim asserted by a Third third party against a party entitled to indemnification under this Agreement (the "INDEMNIFIED PARTY"), written notice describing in reasonable detail the facts for the basis of such claim shall be given by the Indemnified Party Claimto the party required to provide indemnification (the "INDEMNIFYING PARTY") as soon as practicable after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, if and the Indemnified Party shall permit the Indemnifying Party shall acknowledge in writing (at the expense of such Indemnifying Party) to assume control of the Indemnified Party defense of any third party claim or any litigation with a third party resulting therefrom; PROVIDED, HOWEVER, that (i) the counsel for the Indemnifying Party who shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control conduct the defense of such Third Party Claim and claim or litigation shall be subject to appoint counsel the approval of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld withheld, conditioned or delayed), (ii) the Indemnified Party may participate in, but not control, such defense at such Indemnified Party's expense (which shall not be subject to reimbursement hereunder except as provided below), and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice. Notwithstanding an Except with the prior written consent of the Indemnified Party, no Indemnifying Party's election , in the defense of any such claim or litigation, shall consent to appoint one separate counsel (plus one local entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a general release from any and all liability with respect to such claim or litigation. If the Indemnified Party shall in good faith and on the advice of outside counsel, if necessary) to represent an determine the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in connection with a Third Party Claimrespect of such claim or any litigation relating thereto, an the Indemnified Party shall have the right at all times to employ one separate counsel take over and assume control over that portion of the defense, settlement, negotiations or litigation relating to any such defenses or counterclaim at the sole cost of the Indemnifying Party; PROVIDED, HOWEVER, that if the Indemnified Party does so take over and assume control (plus one local counsel, if necessary), and 1) the Indemnifying Party shall bear the reasonable feesmay participate in, costs and expenses of such one separate counsel (plus one local counselbut not control, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense or litigation with its own counsel and make available to the Indemnifying Party all witnessesat its own expense, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereofand, (i2) the Indemnified Party against which shall not settle such Third Party Claim has been asserted shall have claim or litigation without the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk prior written consent of the Indemnifying Party, and (ii) such consent not to be unreasonably withheld, conditioned or delayed. If the Indemnifying Party agrees to cooperate with does not assume control of the defense of any matter as above provided within 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 for which the Indemnified Party is entitled to indemnification under this Agreement 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 claim or litigation subject to this ARTICLE X and make the records of each relating to the defense of such claim or litigation shall be reasonably available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partyother with respect to such defense.

Third Party Claims. In the event of If any third party shall notify any Indemnified Party in writing with respect to any matter involving a Third claim by such third party (a “Third-Party Claim, if ) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party shall acknowledge in writing to under this Article VII, then the Indemnified Party shall promptly notify the Indemnifying Party in writing within thirty (30) calendar days of receipt of notice of such claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ‎Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall be obligated not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this ‎Article VII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with against any Losses that may result from such Third Third-Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Third-Party Claim at its expense and to appoint through counsel of the Indemnifying Party's its choice at the expense if it gives notice of the Indemnifying Party such intention to represent do so to the Indemnified Party and any others within fourteen (14) calendar days of the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses receipt of any separate counsel retained by notice from any Indemnified Party except as set forth below)of such Third-Party Claim; provided provided, however, that such counsel if there exists or is reasonably acceptable likely to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists exist a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided that then the Indemnified Party and such shall be entitled to retain its own counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect each jurisdiction for which the Indemnified Party or its Affiliatesdetermines counsel is required, at the expense of Indemnifying Party. The In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third-Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials, materials and information in the Indemnified Party's ’s possession or under the Indemnified Party's ’s control relating thereto as may be is reasonably requested required by the Indemnifying Party. In Similarly, in the event any Indemnified Party is, directly or indirectly, conducting the defense against any such Third-Party Claim, the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party or Indemnified Parties in such defense and make available to the any Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party's ’s possession or under the Indemnifying Party's ’s control relating thereto as is reasonably required by any Indemnified Party. No Third-Party Claim may be reasonably requested settled (i) by any Indemnified Party without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) if the Indemnifying Party acknowledges in writing its obligation to indemnify such Indemnified Party hereunder against any Losses that may result from such Third-Party Claim or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, except, in the case of (ii) only, where settlement of such Third-Party Claim (A) includes an unconditional release of the Indemnified Party 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. In the event case of any claim asserted by a third party against a party entitled to indemnification hereunder (the “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) as soon as practicable after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought (except for a claim the Buyer (as the Indemnified Party) predicates on Section 9.1(a)(v), in which case the notice shall be given as soon as practicable after the Buyer is first made aware of any review, inquiry or audit that the Buyer reasonably believes based on the then available information may ultimately serve as the basis of a Third potential indemnified claim; provided, that if the Buyer subsequently becomes aware of additional information that makes the Buyer reasonably believe that such review, inquiry or audit may ultimately serve as the basis of a potential indemnified claim, the Buyer shall then provide prompt notice to the Sellers (as the Indemnifying Parties), and the Indemnified Party Claimshall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom; provided, if however, that (i) prior to assuming the defense of any claim, the Indemnifying Party shall acknowledge in writing to the Indemnified Party that it does not dispute its liability, if any, to the Indemnified Party for such claim, (ii) the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (iii) the failure by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party shall be obligated of its indemnification obligation under this Agreement except and only to indemnify the extent that such Indemnifying Party is materially prejudiced by such failure to give notice. Notwithstanding anything to the contrary contained herein, in no event may the Indemnifying Party assume or maintain control of the defense of (i) any claim involving a Material Company Customer, criminal liability or any Tax matter or (ii) any claim in which any relief other than monetary damages is sought against the Indemnified Party which such relief, if obtained, would reasonably be expected to materially adversely impact the ability of the Indemnified Party to conduct its business in the ordinary course; provided , however, that (i) until such claim has been resolved, the Indemnified Party shall keep the Indemnifying Party fully apprised of the status of such claim and, upon the request of the Indemnifying Party and at the Indemnifying Party’s sole cost and expense, promptly provide the Indemnifying Party with copies of all materials relating to such claim and (ii) in the case of a claim involving a Material Company Customer, the Indemnified Party shall defend such claim with the same diligence, care and effort (including the incurrence of attorneys’ fees) as the Indemnified Party would use in such defense in the absence of the Indemnifying Party’s obligations under this Article 9 but, for the terms avoidance of its indemnity hereunder doubt, taking into consideration the same business and other factors, including the likelihood of any material damages to the Indemnified Party’s relationship with a Material Company Customer, that the Indemnified Party would customarily evaluate in connection this situation consistent with past practices. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third 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 Claimor 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 all liability with respect to such claim or litigation. If the Indemnified Party has been advised in writing by counsel that it may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, then the Indemnifying Indemnified Party shall be entitled entitled, at the Indemnifying Party’s cost and expense, to assume and control separate counsel of its own choosing (but no more than one such separate counsel). 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 (or any shorter period required to avoid material prejudice with respect to the defense of such Third Party Claim and to appoint counsel of matter), the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the full right to employ one separate counsel (plus one local counsel, if necessary), and defend against any such claim or demand at the Indemnifying Party shall bear the reasonable fees, costs and expenses sole cost of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and shall not settle such counsel shall contest such Third Party Claim in good faith claim or (ii) if litigation without the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk consent of the Indemnifying Party, and (ii) such consent not to be unreasonably withheld, delayed or conditioned. In any event, the Indemnifying Party agrees to cooperate with and the Indemnified Party shall reasonably cooperate in such the defense of any claim or litigation subject to this Article 9 and make the records of each shall be reasonably available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partyother with respect to such defense.

Third Party Claims. In Promptly after the event receipt by Xxxxxxx or IDT Media of notice of any claim, action, suit or proceeding by any person or entity who is not a Third Party Claimparty to this Agreement (collectively, if an “Action”) which is subject to indemnification hereunder, such party (the “Indemnified Party”) shall give written notice of such Action to the party from whom indemnification is claimed (the “Indemnifying Party”). The Indemnified Party’s failure to so notify the Indemnifying Party of any such matter shall acknowledge not release the Indemnifying Party, in whole or in part, from its obligations to indemnify under this Section 7.2, except to the extent the Indemnified Party’s failure to so notify actually prejudices the Indemnifying Party’s ability to defend against such Action. The Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) admit in writing to the Indemnified Party, the Indemnifying Party’s liability to the Indemnified Party that for all or a significant portion of such Action under the terms of this Section 7.2; (ii) notify the Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof; and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall be obligated to indemnify cooperate with the Indemnified Party under party assuming the terms defense, compromise or settlement of its indemnity hereunder any such Action in connection with accordance herewith in any manner that such Third Party Claim, then party reasonably may request. If the Indemnifying Party shall be entitled to assume and control so assumes the defense of any such Third Party Claim and to appoint counsel of Action, the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel and to participate in (plus one local counselbut not control) the defense, if necessary)compromise, and or settlement thereof, but the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such one separate counsel shall be the expense of the Indemnified Party unless (plus one local counselA) the Indemnifying Party has agreed to pay such fees and expenses, if necessary(B) if any relief other than the payment of money damages is sought against the Indemnified Party or (iC) the Indemnified Party shall have been advised by its counsel that there exists a conflict of interest (including the availability of may be one or more legal defenses available to the Indemnified Party it which are not different from or additional to those available to the Indemnifying Party) that would make it inappropriate , and in any such case the reasonable judgment fees and expenses of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such separate counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested borne by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the No Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, settle or compromise or settlement consent to entry of any judgment with respect to any such Third Party Claim on behalf of, at Action for which it is entitled to indemnification hereunder without the expense of and for the account and risk prior written consent of the Indemnifying Party, and (ii) the . No Indemnifying Party agrees to cooperate with shall, without the Indemnified Party in such defense and make available to written consent of the Indemnified Party, all witnessessettle 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 unless such settlement, records, materials and information in compromise or consent includes as an unconditional term thereof the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested giving by the claimant, petitioner or plaintiff, as applicable, to such Indemnified PartyParty of a release from all liability with respect to such Action.

Third Party Claims. In (a) A party entitled to indemnification hereunder (an “Indemnified Party”) shall notify promptly the event indemnifying party (the “Indemnifying Party”) in writing of the commencement of any action or proceeding with respect to which a Third claim for indemnification may be made pursuant to this Agreement; provided, however, that the failure of any Indemnified Party Claim, if to provide such notice shall not relieve the Indemnifying Party shall acknowledge in writing of its obligations under this Agreement, except to the extent the Indemnifying Party is actually materially prejudiced thereby. In case any claim, action or proceeding is brought against an Indemnified Party and the Indemnified Party that notifies the Indemnifying Party shall be obligated to indemnify of the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claimcommencement thereof, then the Indemnifying Party shall be entitled to participate therein and to assume and control the defense of thereof, to the extent that it chooses, with counsel reasonably satisfactory to such Third Party Claim Indemnified Party, and to appoint counsel of the Indemnifying Party's choice at the expense of after notice from the Indemnifying Party to represent the such Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case that it so chooses, the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any liable to such Indemnified Party except as set forth below); provided that for any legal or other expenses subsequently incurred by such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claimthe defense thereof other than reasonable costs of investigation; provided, an Indemnified Party shall have the right to employ one separate counsel however, that (plus one local counsel, i) if necessary), and the Indemnifying Party shall bear fails to take reasonable steps necessary to defend diligently the reasonable fees, costs and expenses of action or proceeding within twenty (20) calendar days after receiving notice from such one separate counsel Indemnified Party that the Indemnified Party believes it has failed to do so; or (plus one local counsel, if necessaryii) if (i) such Indemnified Party who is a defendant in any claim or proceeding which is also brought against the Indemnifying Party reasonably shall have concluded that there exists a conflict of interest (including the availability of may be one or more legal defenses available to the such Indemnified Party which are not available to the Indemnifying Party; or (iii) that would make it if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in the reasonable judgment of any such case, the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise assume or settlement continue its own defense as set forth above (but with no more than one firm of such Third Party Claim on behalf of, at the expense of and counsel for the account and risk of the Indemnifying Partyall Indemnified Parties in each jurisdiction), and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may shall be reasonably requested by the Indemnified Partyliable for any expenses therefor.

Third Party Claims. In The Buyer Indemnified Party or Seller Indemnified Party making a claim under this Article X is referred to as the event “Indemnified Party”, and the Party against whom such claims are asserted under this Article X is referred to as the “Indemnifying Party”. If any Indemnified Party receives notice of the assertion or commencement of any Proceeding made or brought by any Person who is not a Party or an Affiliate of a Third Party (a “Third-Party Claim, if ”) against such Indemnified Party with respect to which the Indemnifying Party shall acknowledge in writing is obligated to provide indemnification under this Article X, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its obligations under this Article X, except and only to the extent that the Indemnifying Party shall be obligated to indemnify is materially prejudiced by reason of such failure. Such notice by the Indemnified Party under shall describe the terms Third-Party Claim in reasonable detail, include copies of all material written evidence thereof and all correspondence from or to such third party (or its indemnity hereunder in connection with Representatives) related to the matter giving rise to such Third Third-Party ClaimClaim and indicate the estimated amount, then if reasonably practicable, of the Loss that has been sustained by the Indemnified Party. The Indemnifying Party shall be entitled have the right to participate in or, by giving written notice within thirty (30) days of receipt of notice of the Third-Party Claim to the Indemnified Party, to assume and control the defense of such Third any Third-Party Claim and to appoint counsel of at the Indemnifying Party's choice at the ’s expense of and by the Indemnifying Party to represent Party’s own counsel, and the Indemnified Party and any others the Indemnifying Party may reasonably designate shall cooperate in connection with good faith in such Third Party Claim (in which case defense; provided, however that the Indemnifying Party shall not thereafter be responsible for entitled to assume defense of a Third-Party Claim (i) if the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided reasonably expects the amount of Losses that are indemnifiable hereunder with respect to such claim (together with any Losses already recovered or subject to proper claims for indemnification under this Article X) to exceed two hundred percent (200%) of the limitations on liability hereunder, (ii) with respect to which the Indemnified Party has been advised by counsel is reasonably acceptable to that an actual conflict exists between the Indemnifying Party and the Indemnified Party, (iii) by or on behalf of a Governmental Entity, (iv) with respect to which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an the Indemnified Party has determined, in connection with good faith, that there is a Third reasonable possibility that such claim may adversely affect it, its business relationships or any of its Affiliates in any material respect, other than as a result of monetary damages for which it would be entitled to indemnification hereunder, (v) which the Indemnifying Party does not diligently pursue the defense of, (vi) which seeks injunctive or other equitable relief or involves a criminal matter or (vii) which has been assumed by the insurer, or which the insurer has the right to assume, under the R&W Insurance Policy. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, an subject to Section 10.4(b), (x) it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to such Third-Party Claim in the name and on behalf of the Indemnified Party and (y) the Indemnified Party shall have the right right, at its own expense, to employ one separate counsel (plus one local counsel, if necessary), and participate in the Indemnifying Party shall bear the reasonable fees, costs and expenses defense of such one separate Third-Party Claim with counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available selected by it subject to the Indemnifying Party) that would make it inappropriate in ’s right to control the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party defense thereof. Selling Equityholders and the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party Buyer shall cooperate with the Indemnifying Party and its counsel each other in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information reasonable respects in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume connection with the defense of any Third-Party Claim, including allowing such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with access to the terms hereof, (i) Company’s and the Indemnified Party against which such Third Party Claim has been asserted shall have Company Subsidiaries’ premises and personnel and the right to undertake the defenseexamine and copy such accounts, compromise documents or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession without expense (other than reimbursement of actual out-of-pocket expenses) as either Party or under the Indemnifying Party's control relating thereto as any of its Representatives may be reasonably requested by the Indemnified Partyrequest.

Third Party Claims. In the event of If a Third claim by a third party is made against an Indemnified Party, and if such party intends to seek indemnity with respect thereto under this Article IX, such Indemnified Party Claim, if shall promptly notify the Indemnifying Party and, if applicable, the Escrow Agent of such claims; provided that the failure to so notify shall acknowledge in writing not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is actually and materially prejudiced thereby. The Indemnifying Party shall have one hundred and eighty (180) days after receipt of such notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent Party, of the settlement or defense thereof, and the Indemnified Party and any others the Indemnifying Party may reasonably designate shall cooperate with it in connection with such Third Party Claim therewith; provided that (in which case i) the Indemnifying Party shall not thereafter be responsible for permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of any separate such counsel retained shall be borne by any such Indemnified Party except and (ii) the Indemnifying Party shall promptly assume and hold such Indemnified Party harmless from and against the full amount of any Loss resulting therefrom. So long as set forth below); provided that such counsel the Indemnifying Party is reasonably acceptable to contesting any such claim in good faith, the Indemnified Party, which approval Party shall not be unreasonably withheld pay or delayedsettle any such claim. Notwithstanding an Indemnifying Party's election the foregoing, but subject to appoint one separate counsel (plus one local counselSection 6.3 hereof, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an the Indemnified Party shall have the right to employ one separate counsel (plus one local counselpay or settle any such claim, if necessary), and provided that in such event it shall waive any right to indemnity therefor by the Indemnifying Party for such claim unless the Indemnifying Party shall bear have consented to such payment or settlement. If the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to Indemnifying Party does not notify the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after the receipt of the Indemnified Party's notice thereof in accordance with of a claim of indemnity hereunder that it elects to undertake the terms hereofdefense thereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake contest, settle or compromise the defenseclaim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying -43- 48 Party shall not, compromise except with the consent of the Indemnified Party, enter into any settlement that is not entirely indemnifiable by the Indemnifying Party pursuant to this Article IX and does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim or consent to entry of any judgment. Notwithstanding any of the foregoing, in the event that the Indemnified Party is a Purchaser Indemnitee and it is reasonably foreseeable that the amount of any Loss to be incurred by the Indemnified Party with respect to any third party claim is more than twice the amount indemnifiable by any Indemnifying Party, the Indemnified Party shall be entitled to conduct and control the defense and/or settlement of any such Third Party Claim on behalf of, at claim without the expense of and for the account and risk consent of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Party.

Third Party Claims. In Reasonably promptly after service of notice of any claim or of process by any third person in any matter in respect of which indemnity may be sought from the event other party pursuant to this Agreement, the party in receipt of a Third the claim (the "Indemnified Party") shall notify the other party (the "Indemnifying Party") of the receipt thereof. Failure to give such notice reasonably promptly shall not relieve the Indemnifying Party Claimof its obligation hereunder; provided, however, that if such failure to give notice reasonably promptly adversely affects the ability of the Indemnifying Party to defend such claims or materially increases the amount of indemnification which the Indemnifying Party is Obligated to pay hereunder, the amount of indemnification to which the Indemnified Party will be entitled to receive shall be reduced to an amount which the Indemnified Party would have been entitled to receive had such notice been timely given. Unless the Indemnifying Party shall acknowledge in writing to notify the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled it elects to assume and control the defense of any such Third Party Claim claim or process or settlement thereof (such notice to be given as promptly as reasonably possible in view of the necessity to arrange for such defense (and in no event later than 10 days following the aforesaid notice) and to appoint counsel be accompanied by an acknowledgment of the Indemnifying Party's choice at obligation to indemnify Indemnified Party in respect of such matter), the expense Indemnified Party shall assume the defense of any such claim or process or settlement thereof. Such defense shall be conducted expeditiously (but with due regard for obtaining the most favorable outcome reasonably likely under the circumstances, taking into account costs and expenditures) and the Indemnifying Party to represent or Indemnified Party, as the case may be, shall be advised promptly of all developments. If the Indemnifying Party assumes the defense, the Indemnified Party will have the right to participate fully in any such action or proceeding and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for to retain its own counsel, but the fees and expenses of such counsel will be at its own expense unless (i) the Indemnifying Party shall have agreed to the retention of such counsel for both the indemnifying and indemnified parties or (ii) the named parties to any separate counsel retained by such suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to and, in the reasonable opinion of the Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No settlement of a claim by either party shall be made without the prior written consent of the other party, which approval consent shall not be unreasonably withheld or delayed. Notwithstanding an the foregoing, the Indemnifying Party's election Party shall not be entitled to appoint one separate assume the defense of any such action or proceeding (and shall be liable for the fees and expenses of counsel (plus one local counsel, if necessary) to represent an incurred by the Indemnified Party in connection with a Third defending such matter) seeking an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party Claim, an and the Indemnified Party shall have the sole and exclusive right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of settle such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partymatter.

Third Party Claims. In the event of If a Third claim by a third party, other than a Tax Matter, is made against any Indemnified Party Claim, if the Indemnifying Party shall acknowledge in writing with respect to which the Indemnified Party that the Indemnifying Party shall be obligated intends to indemnify seek indemnification hereunder for any Loss under this Article VI, the Indemnified Party under shall promptly notify the terms Responsible Party of such claim. The Responsible Party shall have the right to conduct and control, through counsel of its indemnity hereunder in connection with choosing and at the Responsible Party’s expense (it being understood and agreed that, if Seller is the Responsible Party, such Third expenses shall not reduce or be paid from the Indemnity Escrow Amount), any third-party claim, action, suit or proceeding (a “Third-Party Claim”), then and the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel participate in such Third-Party Claim at the Indemnified Party’s own expense; provided, that notwithstanding the foregoing, the Responsible Party shall not be entitled to assume control of such Third-Party Claim and the Indemnified Party shall have the right to assume and control such Third-Party Claim at the Responsible Party’s expense (plus one local counselit being understood and agreed that, if necessary)Seller is the Responsible Party, such expenses of the Indemnified Party shall constitute Losses and be paid from the Indemnity Escrow Amount) (and the Indemnifying Responsible Party shall bear may participate in such Third-Party Claim through counsel of its choosing at the reasonable fees, costs Responsible Party’s expense (it being understood and expenses of such one separate counsel (plus one local counselagreed that, if necessarySeller is the Responsible Party, such expenses shall not reduce or be paid from the Indemnity Escrow Amount)) if (i) there such Third-Party Claim could give rise to Losses which are more than two times the remaining balance of the Indemnity Escrow Amount, (ii) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation against the Indemnified Party, (iii) such Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party, (iv) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Responsible Party and the Indemnified Party, (including v) the availability Indemnified Party reasonably believes that an adverse determination with respect to such Third-Party Claim would be detrimental to or injure the Indemnified Party’s reputation or future business prospects in circumstances where indemnification alone would not be an adequate remedy for such detriment or injury, (vi) such Third-Party Claim is asserted by a licensee or prospective licensee of the Indemnified Party, (vii) there are one or more legal defenses available to the Indemnified Party with a reasonable prospect of success which are not available to the Indemnifying Responsible Party or (viii) the Responsible Party elected to conduct such Third-Party Claim and then failed to conduct or withdrew from such Third-Party Claim. Notwithstanding the foregoing, Purchaser shall not have the right to assume and control any Member Litigation against Seller (it being understood and agreed that Purchaser may assume and control Member Litigation to the extent against Purchaser and its Subsidiaries). The failure of any Indemnified Party to give written notice of any Third-Party Claim as provided herein shall not relieve the Responsible Party of its obligations under this Article VI except to the extent that such failure adversely affected the ability of the Responsible Party to defend or settle such Third-Party Claim. The Responsible Party) that would make it inappropriate , in conducting the reasonable judgment defense of any Third-Party Claim, shall not, except with the prior written consent of the Indemnified Party for (which consent shall not be unreasonably withheld, conditioned or delayed), consent to entry of any judgment or enter into any settlement unless such judgment or settlement (1) is entirely indemnifiable by the same counsel Responsible Party pursuant to represent both this Article VI, (2) includes as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of an unconditional release from all Liability and obligations in respect of such Third-Party Claim, and (3) does not impose any injunctive relief or other restrictions of any kind or nature on the Indemnifying Indemnified Party. If the Responsible Party is conducting the defense of a Third-Party Claim, provided that the Indemnified Party and shall furnish such counsel shall contest information regarding itself or such Third Third-Party Claim and provide such cooperation as the Responsible Party may reasonably request in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially writing and adversely affect the as shall be reasonably required in connection with such defense. The Responsible Party shall not be obligated to indemnify any Indemnified Party or its Affiliates. The hereunder for, and no Indemnified Party shall cooperate with the Indemnifying Party and its counsel be entitled to any recovery hereunder in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf respect of, at any settlement or consent to entry of any judgment effected without the expense of and for the account and risk of the Indemnifying Responsible Party’s prior written consent (which consent shall not be unreasonably withheld, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession conditioned or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partydelayed).

Third Party Claims. An Indemnified Party will give prompt written notice to the Representative with a copy to the Escrow Agent (if and to the extent that the Indemnified Party is seeking recourse against the Escrow Fund) of the commencement or assertion of any Legal Proceeding by any Person who is not a party hereto (a “Third Party Action”) in respect of which such Indemnified Party may seek indemnification hereunder. Each such notice shall set forth in reasonable detail (based on information then readily available to the Indemnified Party) the basis for indemnification and to the extent readily ascertainable, the anticipated Losses. Subject to limitations set forth this ARTICLE X, any failure to promptly notify the Representative and, if applicable, the Escrow Agent will not relieve the Indemnifying Parties of any liability that they may have to such Indemnified Party under this ARTICLE X, except to the extent that such failure resulted in the notice being delivered after the expiration of the applicable survival period specified in Section 10.1 or unless the failure to give such notice materially prejudices such Indemnifying Parties. The Indemnified Party will be entitled to have sole control over, and the Representative will not be entitled to control (but will be entitled, on behalf of the Indemnifying Parties, at their expense, to participate in, such participation to include the right to make recommendations regarding outside legal counsel and budget to be used by such counsel), the defense, settlement, compromise, admission, and acknowledgment of any Third Party Action; provided, however, the Indemnified Party may not effect the settlement or compromise of any such claim without the consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed. In the event that none of the Indemnified Parties elects to defend a Third Party ClaimAction, if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with Representative may defend such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice Action at the sole cost and expense of the Indemnifying Party with counsel selected by the Representative, and in such event, neither the Indemnifying Party nor the Representative shall have any right to represent settle or compromise such Third Party Action without the prior written consent of Parent and, if different from Parent, the Indemnified Party and any others against whom the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified PartyAction has been asserted, which approval consent shall not be unreasonably withheld conditioned, delayed or delayedwithheld. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party The parties hereto will extend reasonable cooperation in connection with a the defense of any Third Party ClaimAction pursuant to this Section 10.6 and, an Indemnified Party shall have the right to employ one separate counsel (plus one local counselin connection therewith, if necessary)will furnish such records, information, and the Indemnifying Party shall bear the reasonable feestestimony and attend such conferences, costs and expenses of such one separate counsel (plus one local counseldiscovery proceedings, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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 Partyhearings, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materialstrials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto appeals as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partyrequested.

Third Party Claims. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”. In the event that a Claim against the Indemnified Party, a AcquiCo Group Company or a VTG Group Company is asserted, made, threatened or filed by a third party (excluding any Tax Authority but including any other Governmental Authority) which results, or which the Indemnified Party believes to result, from a Breach of a the In-demnifying Party (the “Third Party Claim, if ”) the following shall apply: (i) The Indemnified Party shall inform the Indemnifying Party shall acknowledge in writing to by way of a Notice about the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and and, to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable extent known to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary)its amount, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available provide to the Indemnifying Party all witnesses, records, materials, and information in copies of the Indemnified Party's possession or under documents required to examine the Indemnified Party's control relating thereto as may be reasonably requested by substance of the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with to the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make extent they are available to the Indemnified Party. In case such docu-ments are available to a AcquiCo Group Company or VTG Group Company, the Indemnified Party shall exercise all witnessesrights available to it to ensure that such AcquiCo Group Company or VTG Group Company provides copies of such documents. (ii) No admissions in relation to such Third Party Claim shall be made by or on behalf of the Indemnified Party or any of its Affiliates and the Indemnified Party shall exercise all rights available to it to ensure that neither any Ac-quiCo Group Company nor any VTG Group Company will make any such admission, recordsand the Indemnified Party shall not, materials and information in shall exercise all rights available to it to ensure that neither any AcquiCo Group Company nor any VTG Group Company will, compromise, dispose of or settle any Third Party Claim without the prior written consent of the Indemnifying Party's possession or under . (iii) If the Indemnifying Party wishes to defend the Indemnified Party or the re-spective AcquiCo Group Companies or VTG Group Companies against the Third Party Claim in its name and on its behalf, the Indemnifying Party shall give Notice to the Indemnified Party of such decision within a period of three weeks after having been duly notified of the Third Party Claim in accordance with Clauses 10.7.1 and 10.7.2. To the extent legally possible, the Indemni-fied Party shall, and shall exercise all rights available to it to ensure that each AcquiCo Group Company and VTG Group Company will, upon such notifi-cation put the Indemnifying Party in a position under which it is entitled to take any action it deems necessary to defend, appeal, compromise or settle the Third Party Claim (including the assertion and pursuit of counter-claims or other claims against any third parties) at its sole discretion in the name and on behalf of the Indemnified Party or the respective AcquiCo Group Companies or VTG Group Companies. Notwithstanding the Indemnified Party's control relating thereto ’s Obligations pursuant to Clause 10.7.3, the Indemnified Party shall, and shall exercise all rights available to it to ensure that the respective Ac-quiCo Group Companies or VTG Group Companies will, promptly give all assistance and information to the Indemnifying Party as may be reasonably requested by required to defend the Third Party Claim and in particular promptly forward all notices, communications and filings (including court papers) to the Indem-nifying Party. (iv) If the Indemnifying Party does not notify the Indemnified Party.Party in accordance with Clause 10.7.4(iii), the Indemnified Party shall, and shall exercise all rights available to it to ensure that the respective AcquiCo Group Companies or VTG Group Companies will, conduct the defence of the Third Party Claim

Third Party Claims. In Reasonably promptly after service of notice of any claim or of process by any third person in any matter in respect of which indemnity may be sought from the event other party pursuant to this Agreement, the party in receipt of a Third the claim (the "Indemnified Party") shall notify the other party (the "Indemnifying Party") of the receipt thereof. Failure to give such notice reasonably promptly shall not relieve the Indemnifying Party Claimof its obligation hereunder; provided, however, that if such failure to give notice reasonably promptly adversely affects the ability of the Indemnifying Party to defend such claims or materially increases the amount of indemnification which the Indemnifying Party is obligated to pay hereunder, the amount of indemnification to which the Indemnified Party will be entitled to receive shall be reduced to an amount which the Indemnified Party would have been entitled to receive had such notice been timely given. Unless the Indemnifying Party shall acknowledge in writing to notify the Indemnified Party that it elects to assume the defense of any such claim or process or settlement thereof (such notice to be given as promptly as reasonably possible in view of the necessity to arrange for such defense (and in no event later than 10 days following the aforesaid notice) and to be accompanied by an acknowledgment of the Indemnifying Party shall be obligated Party's obligation to indemnify the Indemnified Party in respect of such matter), the Indemnified Party shall assume the defense of any such claim or process or settlement thereof. Such defense shall be conducted expeditiously (but with due regard for obtaining the most favorable outcome reasonably likely under the terms of its indemnity hereunder in connection with such Third Party Claimcircumstances, then taking into account costs and expenditures) and the Indemnifying Party or Indemnified Party, as the case may be, shall be entitled to assume and control the defense advised promptly of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of all developments. If the Indemnifying Party to represent assumes the defense, the Indemnified Party will have the right to participate fully in any such action or proceeding and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for to retain its own counsel, but the fees and expenses of such counsel will be at its own expense unless (i) the Indemnifying Party shall have agreed to the retention of such counsel for both the indemnifying and indemnified parties or (ii) the named parties to any separate counsel retained by such suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party except as set forth below); provided that such and representation of both parties by the same counsel is reasonably acceptable would be inappropriate due to actual or potential differing interests between them. No settlement of a claim by either party shall be made without the Indemnified Partyprior written consent of the other party, which approval consent shall not be unreasonably withheld or delayed. Notwithstanding an the foregoing, the Indemnifying Party's election Party shall not be entitled to appoint one separate assume the defense of any such action or proceeding (and shall be liable for the fees and expenses of counsel (plus one local counsel, if necessary) to represent an incurred by the Indemnified Party in connection with a Third defending such matter) seeking an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party Claim, an and the Indemnified Party shall have the sole and exclusive right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of settle such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partymatter.

Third Party Claims. In the event of (a) If a Third claim by a third party (a “Third-Party Claim”) is made against any Indemnified Party, and if such party intends to seek indemnity with respect thereto under this Section 7.7, such Indemnified Party shall promptly notify the Indemnifying Party of such Third-Party Claim and provide a Claim Certificate in connection therewith, provided that the failure to promptly notify the Indemnifying Party shall acknowledge in writing not affect the Indemnified Party’s right to indemnification hereunder except to the extent the Indemnified Party that the was materially prejudiced thereby. The Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms have 30 days after receipt of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled notice to assume the conduct and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice control, at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in Party, through counsel of its choosing which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld of the settlement or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified defense of such Third-Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), Claim and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to connection therewith; provided, that the Indemnifying Party all witnessesshall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party; provided, recordsthat the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnifying Party shall not be entitled to assume control of such defense and, materialssubject to the limitations on liability herein, shall pay the reasonable fees and information expenses of counsel retained by the Indemnified Party if (i) such Third- Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation that constitutes a breach of any representation or warranty of the Indemnifying Party hereunder; (ii) such Third-Party Claim seeks an injunction against the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty ; (30) days after receipt of notice thereof in accordance with the terms hereof, (iiii) the Indemnified Party against which such Third Party Claim has been asserted advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party (other than a conflict arising out of this Agreement); or (iv) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding any other provision of this Agreement, with respect to any claim with respect to Taxes, Seller shall have the right to undertake the defensecontrol such claim at its sole expense if, compromise or settlement of but only if, such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and claim relates solely to Taxes (iix) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available attributable to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession Assets with respect to any Pre-Effective Date Period or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Party(y) imposed on Seller.

Third Party Claims. In the event of that a claim for indemnification ("Claim") involves a claim by a Third Party Claimagainst the Indemnified Party, if the Indemnifying Party shall acknowledge in writing to notify the Indemnified Party that in writing within ten business days after receipt of written notice from the Indemnified Party if it agrees to undertake the defense thereof. The written notice provided to the Indemnifying Party shall be obligated to indemnify from the Indemnified Party under shall be delivered promptly following the terms Indemnified Party's obtaining knowledge of its indemnity hereunder in connection the Claim and shall state the basis of the Claim with such Third reasonable specificity, including the Section or Sections of this Agreement alleged to have been breached. If the Indemnifying Party Claimso notifies the Indemnified Party, then the Indemnifying Party shall be entitled to assume control such defense and control the defense shall bear all costs of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent defense, PROVIDED, that the Indemnified Party and any others the Indemnifying Party may reasonably designate participate in connection with such Third Party Claim settlement or defense through counsel chosen by it (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained which shall be borne by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party). Notwithstanding anything in this Section 6.5 to the contrary, the Indemnifying Party may, with the consent of the Indemnified Party (which approval consent shall not be unreasonably withheld withheld), settle or delayedcompromise any action or consent to the entry of any judgment which includes as a term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a duly executed written unconditional release of the Indemnified Party from all liability in respect of such action, which release shall be reasonably satisfactory in form and substance to counsel for the Indemnified Party. Notwithstanding an If the Indemnifying Party does not notify the Indemnified Party within ten business days after the receipt of the Indemnified Party's election notice of a claim of indemnity hereunder that it elects to appoint one separate counsel (plus one local counselundertake the defense thereof, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an the Indemnified Party shall have the right to employ one separate counsel (plus one local counselcontest, if necessary)settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. Notwithstanding the foregoing, and the Indemnified Party, during the period the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses is determining whether to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails elect to assume the defense of a matter covered by this Section 6.5, may take such Third reasonable actions as it deems necessary to preserve any and all rights with respect to the matter, without such actions being construed as a waiver of the Indemnified Party's rights to defense and indemnification pursuant to this Agreement. No failure to provide any notice required by this Section 6.5 shall relieve the Indemnifying Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) any obligation to indemnify the Indemnified Party against which such Third Party Claim has been asserted shall have hereunder except to the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) extent that the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partyis actually prejudiced thereby.

Third Party Claims. In Promptly after the event receipt by either a Contributor Indemnified Party or a KHC Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party by a Third third party (a “Claim”), such Indemnified Party Claimshall, if a Claim with respect thereto is to be made pursuant to Section 8.2 or Section 8.3, give the Members and Contributor or KHC, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the Claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Section 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the Claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Section 8, the Indemnifying Party shall acknowledge have the right to defend such Claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party. If the Indemnifying Party assumes the defense of such Claim, the Indemnified Party shall reasonably cooperate in writing such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent, without the prior written consent of the other, to the entry of any judgment or enter into any settlement with respect to such Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party that a release from all liability in respect of such Claim. Notwithstanding the Indemnifying Party shall be obligated to indemnify the foregoing, an Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint participate with separate counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others if (i) so requested by the Indemnifying Party may reasonably designate or, (ii) in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses reasonable written opinion of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld a conflict or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and potential conflict exists between either the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in prejudice the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to Regardless of which party shall assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereofClaim, (i) the Indemnified Party against which such Third Party Claim has been asserted each party shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available provide to the Indemnified Partyother parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, all witnesses, records, materials records and information personnel in the Indemnifying Party's their possession or under the Indemnifying Party's their control relating thereto as may be reasonably requested by the Indemnified Partywhich would have a bearing on such Claim.

Third Party Claims. In the event that subsequent to the Closing any Person entitled to indemnification under this Agreement (an "Indemnified Party") receives notice of the assertion of any claim or of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including, without limitation, any Federal, state or local domestic or foreign Governmental Authority) (a "Third Party Claim") against such Indemnified Party, if with respect to which a party to this Agreement is or may be required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice to the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the as promptly as practicable after learning of such claim. The Indemnifying Party shall be obligated not have the right to indemnify conduct the Indemnified Party under the terms of its indemnity hereunder in connection with defense or compromise and settle any such Third Party Claim; however, then the any Indemnifying Party shall be entitled to assume and control participate in the defense of such Third Party Claim at such Indemnifying Party's expense, and to appoint counsel of at the Indemnifying Party's choice at option (subject to the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as limitations set forth below); provided that such ) shall be entitled to assume the defense thereof by appointing a nationally or regionally recognized and reputable counsel is reasonably acceptable to the Indemnified Party, which approval shall not Party to be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate the lead counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claimsuch defense; provided that, an Indemnified Party shall have the right prior to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses assuming control of such one separate counsel defense it shall first (plus one local counsel, if necessaryx) if (i) there exists a conflict of interest (including the availability of one or more legal defenses verify to the Indemnified Party which are not available in writing that such Indemnifying Party shall be fully responsible for all Liabilities relating to the such claim for indemnification and that (without regard to any dollar limitations otherwise set forth herein) such Indemnifying Party) that would make it inappropriate in the reasonable judgment of Party shall provide full indemnification to the Indemnified Party with respect to such action, lawsuit, proceeding, investigation or other claim giving rise to such claim for the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, indemnification hereunder and (iiy) the Indemnifying Party agrees to cooperate enter into an agreement with the Indemnified Party in such defense form and make available substance reasonably satisfactory to the Indemnified PartyParty that unconditionally guarantees the payment and performance of any Liability which may arise with respect to such action, all witnesseslawsuit, recordsproceeding, materials investigation or facts giving rise to such claim for indemnification hereunder; and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Party.provided further, that:

Third Party Claims. In The Indemnifying Party is entitled to participate in the event defense of a Third and control the Third-Party ClaimClaim and, if such Indemnifying Party wishes to control 34 / 48 the defense thereof, such Indemnifying Party shall acknowledge in writing provide written notice to the Indemnified Party that the Indemnifying Party shall be obligated intends to undertake such defense at the Indemnifying Party’s sole cost and expense and that the Indemnifying Party will indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with against Losses resulting from or relating to such Third Third-Party Claim, then as applicable, to the extent such Losses are subject to indemnification pursuant to this Chapter VII. If the Indemnifying Party shall be entitled elects to assume and control the defense of such Third the Third-Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent Claim, the Indemnified Party and any others (a) shall at all times have the Indemnifying Party may reasonably designate right to fully participate in connection with the defense of such Third Third-Party Claim with its own counsel and at its own expense (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel below in this section) and (plus one local counsel, if necessaryb) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials, materials and information in the Indemnified Party's ’s possession or under the Indemnified Party's its control relating thereto as may be are reasonably requested by the Indemnifying Party. In the event the If notice is given to an Indemnifying Party fails to assume of the defense commencement of such Third a Third-Party Claim within thirty (30) days after receipt of notice thereof in accordance with Section 7.5.1, and such Indemnifying Party does not, within twenty (20) Business Days after receiving notice of the terms hereofThird-Party Claim from the Indemnified Party, (i) give notice to the Indemnified Party against which of such Third Indemnifying Party’s election to control the defense thereof, the Indemnified Party Claim has been asserted shall will have the right to undertake conduct the defense, 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 Third 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 behalf ofadvice of counsel, at that the expense of Indemnifying Party and for the account and risk of 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 (ii) 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 agrees to cooperate with and the Indemnified Party agree to cooperate fully with one another in such defense connection therewith and make available to keep each other reasonably informed of the Indemnified Party, all witnesses, records, materials status of the claim and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partyany related proceeding.

Third Party Claims. In the event of that any claim or demand for which an Indemnifying Party may be liable to an Indemnified Party hereunder is asserted against or sought to be collected by a Third third party from an Indemnified Party Claim(an "Asserted Liability"), if the Indemnified Party shall as soon as possible notify the Indemnifying Party shall acknowledge in writing to of such Asserted Liability, specifying the nature of such Asserted Liability (the "Claim Notice"); provided that no delay on the part of the Indemnified Party in giving any such Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent that the Indemnifying Party is materially prejudiced by such delay. The Indemnifying Party shall be obligated have 60 days (or less if the nature of the Asserted Liability requires) from its receipt of the Claim Notice to indemnify notify the Indemnified Party under whether or not the terms Indemnifying Party desires, at the Indemnifying Party's sole cost and expense and by counsel of its indemnity hereunder own choosing, to defend against such Asserted Liability; provided, however, that if, under applicable standards of professional conduct a conflict on any significant issue between the Indemnifying Party and any Indemnified Party exists in connection with respect of such Third Party ClaimAsserted Liability, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment of reimburse the Indemnified Party for the same counsel to represent both the Indemnified Party reasonable fees and expenses of one additional counsel. If the Indemnifying PartyParty undertakes to defend against such Asserted Liability, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in such the investigation, defense and make available to settlement thereof, but the Indemnifying Party all witnessesshall control the investigation, records, materials, defense and information in settlement thereof. If the Indemnified Party's possession or under the Indemnified Party's control relating thereto as Party desires to participate in any such defense, it may be reasonably requested by the Indemnifying Partydo so at its sole cost and expense. In the event If the Indemnifying Party fails elects not to assume defend against such Asserted Liability, then the defense of such Third Indemnifying Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake participate in any such defense at its sole cost and expense, but the defenseIndemnified Party shall control the investigation, compromise or defense and settlement of such Third Party Claim on behalf of, thereof at the sole cost and expense of and for the account and risk of the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), consent to any settlement unless such settlement (i) includes a complete release of the Indemnified Party and (ii) the Indemnifying Party agrees to cooperate with does not require the Indemnified Party in such defense and to admit any Liability or make available to the Indemnified Party, all witnesses, records, materials and information in the or forego any payment or forego or take any action. The Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may Party shall not be reasonably requested by the Indemnified Partyliable for any settlement of any Asserted Liability effected without its prior written consent (which consent shall not be unreasonably withheld).

Third Party Claims. In the event of (a) If a claim, action, suit or proceeding by a Person who is not a Party or an Affiliate thereof (a “Third Party Claim”) is made against any Person entitled to indemnification pursuant to Section 9.2 (an “Indemnified Party”), and if the Indemnifying such Person intends to seek indemnity with respect thereto under this Article 9, such Indemnified Party shall acknowledge promptly give a Notice of Claim, describing such Indemnity Claim in writing reasonable detail and the amount or estimated amount of Damages of such Indemnity Claim, to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the such Indemnified Party under (such notified Party, the terms “Responsible Party”); provided, that the failure to give such Notice of Claim shall not relieve the Responsible Party of its indemnity hereunder in connection with such Third Party Claimobligations hereunder, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayedextent that the Responsible Party is actually prejudiced thereby. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified The Responsible Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of such notice thereof in accordance to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party and at the expense of the Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall cooperate with the terms hereofResponsible Party in connection therewith; provided, that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party (the fees and expenses of such counsel shall be borne by such Indemnified Party). So long as the Responsible Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. If (i) the Indemnified Responsible Party against which such elects not to conduct the defense and settlement of a Third Party Claim has been asserted or (ii) the Responsible Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party’s Notice of Claim hereunder that it elects to undertake the defense thereof, then the Indemnified Party shall have the right to undertake contest, settle or compromise the defenseclaim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Responsible Party shall not, compromise or settlement except with the consent of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available (not to be unreasonably withheld, conditioned or delayed), enter into any settlement that does not include as a term thereof the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested giving by the Person(s) asserting such claim to all Indemnified PartyParties of a release from all liability with respect to such claim or consent to entry of any judgment.

Third Party Claims. In the event of (i) If a claim, action, suit or proceeding by a third party (a “Third Party Claim”) is made against any person or entity entitled to indemnification pursuant to Section 9.2 (an “Indemnified Party”), and if the Indemnifying such Indemnified Party intends to seek indemnity with respect thereto under this Article IX, such Indemnified Party shall acknowledge in writing promptly provide written notice to the party obligated to indemnify such Indemnified Party (such notified party, the “Responsible Party”) of such claims; provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually and materially prejudiced thereby. Such notice shall identify specifically the basis under which indemnification is sought pursuant to Section 9.2 and enclose true and correct copies of any written document furnished to the Indemnified Party by the Person that instituted the Indemnifying Third Party Claim. The Responsible Party shall be obligated have 30 days after receipt of such notice to indemnify assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent Responsible Party, of the settlement or defense thereof, and the Indemnified Party and any others the Indemnifying Party may reasonably designate shall cooperate with it in connection with such Third Party Claim (in which case therewith; provided that the Indemnifying Responsible Party shall not thereafter be responsible for permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party and reasonably acceptable to the Responsible Party, provided that, the fees and expenses of such counsel shall be borne by such Indemnified Party. So long as the Responsible Party is reasonably contesting any separate counsel retained by any such claim in good faith, the Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld pay or delayedsettle any such claim. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counselthe foregoing, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an the Indemnified Party shall have the right to employ one separate counsel (plus one local counselpay or settle any such claim, if necessary)provided that in such event it shall waive any right to indemnity therefor by the Responsible Party or from the Retention Escrow Funds, and as the Indemnifying case may be, for such claim unless the Responsible Party shall bear have consented in writing to such payment or settlement. If the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to Responsible Party does not notify the Indemnified Party which are not available to within 30 days after the Indemnifying Party) that would make it inappropriate in the reasonable judgment receipt of the Indemnified Party for Party’s notice of a claim of indemnity hereunder that it elects to undertake the same counsel to represent both defense thereof, the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake contest, settle or compromise the defenseclaim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Responsible Party shall not, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate except with the Indemnified Party in such defense and make available to consent of the Indemnified Party, all witnesses, records, materials and information in enter into any settlement that does not include as an unconditional term thereof the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested giving by the person or persons asserting such claim to all Indemnified PartyParties of an unconditional release from all liability with respect to such claim or consent to entry of any judgment.

Third Party Claims. In the event any Proceeding shall be commenced or a claim shall be made against either Party as to which such Party may assert a right of a Third Party Claimindemnification under this Article VIII (each, if the Indemnifying an “Indemnified Party”), such Indemnified Party shall acknowledge in writing give prompt written notice thereof to the Indemnified Party that the Indemnifying Party shall be each person obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with this Article VIII (each, an “Indemnifying Party”), and such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense thereof, including employment, at such Indemnifying Party’s expense, of counsel reasonably satisfactory to the Indemnified Party; provided, however, that if the Indemnifying Party controls the defense of any such Proceeding (i) it will be conclusively established for purposes of Sections 12.1 or 12.2, as applicable, that the claims made therein are within the scope of and subject to indemnification hereunder, (ii) no compromise or settlement of such Third claims may be effected by the Indemnifying Party Claim and to appoint counsel of without the Indemnified Party’s consent unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party's choice , and (iii) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent; provided, further, that the Indemnified Party may employ, at the expense Indemnifying Party’s expense, its own counsel if its interests are, in its reasonable opinion, in conflict with those of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Partybeing adequately represented. In the event the Indemnifying Party fails does not elect to assume control the defense of such Third Party Claim any claim within thirty ten (3010) days after receipt Business Days of the notice thereof in accordance with from the terms hereofIndemnified Party, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defensemay contest, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk upon prior approval of the Indemnifying Party, and (ii) the Indemnifying Party agrees settle any claim or liability that, if established, would be subject to cooperate with the Indemnified Party indemnification hereunder and, in such defense and make available to the Indemnified Partyevent, all witnessesreasonable legal fees, records, materials disbursements and information in the Indemnifying Party's possession other costs and expenses of such contest or under the Indemnifying Party's control relating thereto as may settlement shall also be reasonably requested by the Indemnified Partyan item of indemnification hereunder.

Third Party Claims. In Each party entitled to indemnification under this Article 7 (the event “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly, but not later than ten (10) days, after such Indemnified Party receives written notice of any claim, action, suit, proceeding or demand asserted by any person who is not a Third party (or a successor to a party) to this Agreement (a “Third-Party Claim, if ”) that is or may give rise to an indemnification claim; provided that the Indemnifying Party shall acknowledge in writing to failure of the Indemnified Party to give notice as provided in this Section 7.02 shall not relieve any Indemnifying Party of its obligations under Section 7.01, except to the extent that such failure actually and materially prejudices the rights of any such Indemnifying Party. The Indemnifying Party may elect to assume the defense of any Third-Party Claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party Party, who shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control case conduct the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and any others the Indemnifying Indemnified Party may reasonably designate participate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to defense at the Indemnified Party’s expense, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate and may retain counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an of its choice; provided further that the Indemnified Party shall have the right to employ employ, at the Indemnifying Party’s expense, one separate firm of counsel of its choice, and local counsel in each applicable jurisdiction (plus if more than one local counsel, if necessaryjurisdiction is involved), and to represent the Indemnifying Indemnified Party shall bear if, in the Indemnified Party’s reasonable feesjudgment, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a an actual or potential conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both between the Indemnified Party and the Indemnifying Party, provided that or if the Indemnifying Party (1) elects not to defend, compromise or settle a Third-Party Claim, (2) fails to notify the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or within ten (ii10) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or Business Days of its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available election to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days defend after receipt of notice thereof of such Third-Party Claim, or (3) having timely elected to defend a Third-Party Claim, fails, in accordance with the terms hereofreasonable judgment of the Indemnified Party, after at least ten (i10) days’ notice to the Indemnifying Party, adequately to prosecute or pursue such defense, then in each case the Indemnified Party against which may defend such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Third-Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party. The Indemnifying Party, and (ii) in the Indemnifying Party agrees to cooperate defense of any such Litigation, shall not, except with the Indemnified Party in such defense and make available to prior written approval of the Indemnified Party, consent to entry of any judgment or entry into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all witnesses, records, materials and information in liability with respect to Litigation. The Indemnified Party shall not settle or compromise any such claim without the prior written approval of the Indemnifying Party's possession , which approval shall not be unreasonably withheld. The Indemnified Party shall make its employees available and furnish such information regarding itself or under the claim in question as the Indemnifying Party's control relating thereto Party may reasonably request in writing and as may shall reasonably be reasonably requested by required in connection with the Indemnified Partydefense of such Litigation resulting therefrom.

Third Party Claims. In the event of If a Third claim by a third party (a "Third-Party Claim") is made against a Seller Indemnified Party or Buyer Indemnified Party (collectively, an "Indemnified Party"), and if the Indemnifying such Indemnified Party intends to seek indemnity with respect thereto under this Article X, such Indemnified Party shall acknowledge promptly notify in writing the indemnifying party of such claims; provided, that, that failure to promptly notify the indemnifying party will not relieve the indemnifying party of any liability it may have to the Indemnified Party indemnified party, except to the extent that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control indemnifying party demonstrates that the defense of such Third Third-Party Claim is prejudiced by the indemnified party's failure to give notice within such time period. The indemnifying party shall have 30 days after receipt of such notice to undertake, conduct and to appoint control, through counsel of its own choosing and at its own expense, the Indemnifying Party's choice at the expense of the Indemnifying Party to represent settlement or defense thereof, and the Indemnified Party and any others the Indemnifying Party may reasonably designate shall cooperate with it in connection with therewith; provided that the indemnifying party shall permit the Indemnified Party to participate in such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. If the indemnifying party so chooses to assume the defense it shall do so promptly 49 and diligently. So long as the indemnifying party is reasonably contesting any separate counsel retained by any such claim in good faith, the Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld pay or delayedsettle any such claim. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counselthe foregoing, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an the Indemnified Party shall have the right to employ one separate counsel pay or settle any such claim, provided that, in such event, it shall waive any right to indemnity therefor by the indemnifying party. If the indemnifying party does not notify the Indemnified Party in writing within 30 days after the receipt of the Indemnified Party's written notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The indemnifying party shall not, except with the written consent of the Indemnified Party, enter into any settlement unless (plus one local counselA) there is no finding or admission of any violation of Applicable Law, if necessary)(B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, (C) the indemnified party or its Affiliates shall have no liability with respect to any compromise or settlement of such Third-Party Claim, and (D) the Indemnifying compromise or settlement provides to all indemnified parties and their Affiliates and agents an unconditional release from all liability with respect to such Third-Party shall bear Claim or the reasonable feesfacts underlying such Third-Party Claim. With respect to any Third-Party Claim subject to indemnification under this Article X, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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 Partyindemnifying party, provided that as the Indemnified Party and case may be, shall keep the other party reasonably informed of the status of such counsel shall contest such Third Third-Party Claim in good faith or (ii) if the Claim seeks injunctive relief whichand any related proceedings at all stages thereof, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees parties agree to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the Indemnified proper and adequate defense of any Third-Party Claim and (iii) with respect to any Third-Party Claim subject to indemnification under this Article X, the parties agree to cooperate in such defense and make available a manner as to preserve in full (to the Indemnified Party, extent possible) the confidentiality of all witnesses, records, materials confidential information and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partyattorney-client and work-product privileges.

Third Party Claims. In Subject to the event provisions of Article VIII, all claims for indemnification made under this Agreement resulting from, related to or arising out of a Third third-party claim against an Indemnified Party Claim(as defined in this Section 6.3(a)) shall be made in accordance with the following procedures. A person or entity entitled to indemnification under this Article VI (an “Indemnified Party”) shall give prompt written notification to the Party from whom indemnification is sought (the “Indemnifying Party”) 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; provided that failure to provide such prompt written notice shall not relieve the Indemnifying Party of its obligations under this Article VI except to the extent that it is prejudiced by such failure. Within 30 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense in accordance with the foregoing provisions, the Indemnified Party shall control such defense. The Party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party shall acknowledge in writing assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the reasonable fees and expenses of counsel to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder solely in connection with such Third Party Claimaction, then suit, proceeding or claim shall be considered “Damages” for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate more than one counsel retained by any per jurisdiction for all Indemnified Parties (it being understood that in the case of claims regarding jurisdictions other than the United States of America, the Indemnified Party except as set forth belowshall be permitted to engage both United States counsel and counsel in the relevant foreign jurisdiction); provided . The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall reasonably consider recommendations made by the other Party with respect thereto. 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, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim that such counsel is reasonably acceptable to does not include a complete release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of the Indemnified Party, which approval consent shall not be unreasonably withheld withheld, conditioned or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Party.

Third Party Claims. In the event All claims for indemnification made under this Agreement resulting from, related to or arising out of a Third third-party claim (“Third-Party Claim”) against an Indemnified Party (as defined in this Section 4.3(a)) shall be made in accordance with the following procedures. A person or entity entitled to indemnification under this Article IV (an “Indemnified Party”) shall give prompt written notification to the Party from whom indemnification is sought (the “Indemnifying Party”) 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 Third-Party Claim. Within 30 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party shall acknowledge in writing assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be considered “Damages” for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate more than one counsel retained for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by any the other Party with respect thereto. The Indemnified Party except as set forth below); provided 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 not agree to any settlement of such action, suit, proceeding or claim that such counsel is reasonably acceptable to does not include a complete release of the Indemnified Party from all liability with respect thereto without the prior written consent of the Indemnified Party, which approval consent shall not be unreasonably withheld withheld, conditioned or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Party.

Third Party Claims. In As soon as practicable after receipt by an ------------------ Indemnified Party of notice of any claim or the event commencement of a Third any action by any third party, the Indemnified Party Claimshall, if a claim in respect thereof is to be made by it under this Article IX, notify the Indemnifying Party shall acknowledge in writing to of the claim or the commencement of that action. If any such claim or action shall be brought against an Indemnified Party that Party, and it shall notify the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claimthereof, then the Indemnifying Party shall be entitled to participate therein, and, to the extent that it wishes, to assume and control the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case claim or action, the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable liable to the Indemnified Party, which approval shall not be unreasonably withheld Party under this Article IX for any legal or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an other expenses subsequently incurred by the Indemnified Party in connection with a Third Party Claimthe defense thereof other than reasonable costs of investigation; provided, an however, -------- ------- any Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), in any such claim or action and to participate in the Indemnifying Party shall bear defense thereof but the reasonable fees, costs fees and expenses of such one separate counsel (plus one local counsel, if necessary) if shall be at the expense of such Indemnified Party unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (ii) such Indemnified Party shall have been advised by such counsel that there exists a conflict of interest (including the availability of may be one or more legal defenses available to the Indemnified Party it which are not different from or additional to those available to the Indemnifying Party) that would make it inappropriate Party and in the reasonable judgment of the such counsel it is advisable for such Indemnified Party for the same to employ separate counsel to represent both the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (iiiii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails has failed to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) claim or action and employ counsel reasonably satisfactory to the Indemnified Party, in which case, if such Indemnified Party against which such Third notifies the Indemnifying Party Claim has been asserted shall have the right in writing that it elects to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, employ separate counsel at the expense of and for the account and risk of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such claim or action on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such claim or action or separate but substantially similar or related claims or actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such Indemnified Parties, which firm shall be designated in writing by such Indemnified Parties. Each Indemnified Party, as a condition of the indemnity agreements contained herein, shall use its best efforts to cooperate with the Indemnifying Party in the defense of any such claim or action. The Indemnifying Party shall not be liable for any settlement of any such claim or action effected without its written consent (ii) which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment or arbitration in favor of the plaintiff in any such claim or action, the Indemnifying Party agrees to cooperate with the indemnify and hold harmless any Indemnified Party in from and against any loss or liability by reason of such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession settlement or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partyjudgment or arbitration.

Third Party Claims. If any third person shall notify any party hereto (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other party hereto (the "Indemnifying Party") under this Article IX, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided however, that no delay on the part of the Indemnified Party in notifying an Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged or materially prejudiced from adequately defending such claim. In the event of a Third Party Claim, if the Indemnifying Party shall acknowledge notifies the Indemnified Party within 30 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (A) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice, (B) the Indemnified Party may retain separate co-counsel as its sole cost and expense to participate in writing but not control the defense, (C) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (D) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party shall be obligated to indemnify is assuming the defense thereof, within 30 days after the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel has given notice of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent matter, the Indemnified Party and may defend against, or enter into any others settlement with respect to, the Indemnifying Party matter in any manner it reasonably may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary)deem appropriate, and the Indemnifying Party shall bear be liable for the reasonable feescosts thereof. At any time after commencement of any such action, costs any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other parties to the action for a monetary settlement payable solely by such Indemnifying Party (which does not burden or restrict the Indemnified Party nor otherwise prejudice it). Such settlement offer shall be accepted unless the Indemnified Party determines that the dispute should be continued, and expenses in such case, 42 the Indemnifying Party shall be liable for indemnity hereunder only to the extent of such one separate counsel (plus one local counsel, if necessary) if the lesser of (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment amount of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith settlement offer or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect amount for which the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Partyliable with respect to such action. In addition, the event the Indemnifying Party fails to assume party controlling the defense of such any Third Party Claim within thirty (30) days after receipt shall deliver, or cause to be delivered, to the other party copies of notice thereof all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in accordance connection with the terms hereof, (i) defense of the Indemnified Party against which such Third Party Claim has been asserted shall have Claim, and timely notices of, and the right to undertake participate in (as an observer) any hearing or other court proceeding relating to the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified PartyClaim.

Third Party Claims. In (a) Any Indemnified Party shall promptly notify the event Indemnifying Party of the assertion by any third party of any claim with respect to which the indemnification set forth in this Article VIII relates (a Third “Third-Party Claim”) within thirty (30) calendar days after the Indemnified Party’s receipt of such Third-Party Claim, if but the failure to do so shall not relieve the Indemnifying Party shall acknowledge in writing from any liability except to the Indemnified Party extent that the Indemnifying Party shall be obligated to indemnify is actually prejudiced by the failure or delay in giving such notice. Such notice by the Indemnified Party under shall (to the terms extent practicable) describe the Third-Party Claim in reasonable detail, including copies of its indemnity hereunder in connection with such Third all material written evidence thereof and the estimated amount, if reasonably practicable, of Indemnified Liabilities that have or may be sustained by the Indemnified Party. If the Indemnifying Party Claimis the Purchaser, then the Indemnifying Party shall be entitled have the right to assume undertake, conduct and control the defense of such Third Party Claim and to appoint control, through counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is its own choosing reasonably acceptable to the Indemnified Party, which approval and at its own expense, the defense of such Third-Party Claim, and the Indemnified Party shall not be unreasonably withheld or delayed. Notwithstanding an reasonably cooperate with the Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified therewith. The Indemnifying Party shall have conduct such defense in a diligent manner and shall not settle or compromise such Third-Party Claim without the right to employ one separate counsel Indemnified Party’s prior written consent (plus one local counselwhich consent shall not unreasonably be withheld, if necessaryconditioned or delayed). Notwithstanding the foregoing, and the Indemnifying Party shall bear not be entitled to undertake, conduct and/or control the reasonable fees, costs and expenses defense of such one separate counsel (plus one local counsel, if necessary) if a Third-Party Claim if: (i) there exists a conflict such claim involves potential criminal liability, regulatory matters or significant customers, clients or vendors or other significant relationships of interest the Indemnified Party; (including the availability of one or more legal defenses to ii) the Indemnified Party which are not available reasonably determines that it would be inappropriate for a single counsel to the Indemnifying Partyrepresent all parties under applicable standards of legal ethics; (iii) that would make it inappropriate in the reasonable judgment of such claim seeks an injunction or other equitable relief against the Indemnified Party for the same counsel to represent both or if adversely determined against the Indemnified Party and the Indemnifying Party, provided would establish a precedent that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect impairs the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in business; (iv) such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Third-Party Claim within thirty is a Claim relating to any Covered Global Tax Liabilities pursuant to Section 8.2(a)(iii), which shall be governed by Section 9.4; or (30) days after receipt of notice thereof in accordance with the terms hereof, (iv) the Indemnified Party against which such Third reasonably determines that the Indemnifying Party Claim has been asserted shall have is not reasonably able to satisfy its indemnification obligations or that the right amount of the Third-Party Claim, if successful, would be likely to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of exceed the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or ’s Liability under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partythis Agreement.

Third Party Claims. In If a claim by a third party arises as to which any party is entitled to indemnification hereunder, the event party entitled to indemnification (the "INDEMNIFIED PARTY") shall endeavor to advise the other party (the "INDEMNIFYING PARTY") of the claim within five (5) business days after receipt of a Third Party Claimsummons, if or within twenty (20) business days after receipt of other written communication giving information as to the nature of the claim, by the Indemnified Party, provided that failure to so notify shall not limit the Indemnified Party's right to indemnification under Section 5.1 unless such failure materially prejudices the ability of the Indemnifying Party to defend such third party claim. The Indemnifying Party shall acknowledge in writing not be liable or responsible for any expenses which are incurred by the Indemnified Party before such notice has been given to the Indemnifying Party, nor bound by any settlements made by the Indemnified Party before such notice. The Indemnifying Party shall, within the lesser of twenty (20) days after receipt of notification of the claim from the Indemnified Party or five (5) days before an answer is required to be filed, advise the Indemnified Party whether the Indemnifying Party will undertake the defense of such claim on behalf of the Indemnified Party and, if so, shall specify the name of the attorney who will handle the matter, which attorney shall be reasonably satisfactory to the Indemnified Party that and shall not have any present or potential conflict in representing the interests of both parties. If the Indemnifying Party shall be timely notifies the Indemnified Party that it will undertake the defense of such claim and agrees that it is legally obligated to indemnify the Indemnified Party under hereunder and shall thereafter diligently provide such defense, such counsel shall have control of the terms defense, but the Indemnified Party may participate in the defense with its own counsel paid for by the Indemnified Party, and the Indemnified Party shall not settle or compromise such claim without the prior consent of its indemnity hereunder in connection with such Third Party Claimthe Indemnifying Party, then which consent shall not be unreasonably withheld. If the Indemnifying Party shall be entitled fails timely to assume and control advise the Indemnified Party that it will undertake the defense of such Third Party Claim and to appoint counsel claim on behalf of the Indemnifying Indemnified Party's choice , fails to agree that it is legally obligated to indemnify the Indemnified Party hereunder or fails diligently to pursue such defense, then the Indemnified Party may undertake the defense of such claim with its own counsel and may settle or compromise such claim in its sole discretion, all at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Party.

Third Party Claims. In Promptly after the event receipt by any party hereto of notice of any claim, action, suit or proceeding by any person who is not a Third Party Claimparty to this Agreement (collectively, if an “Action”) which is subject to indemnification hereunder, such party (“Indemnified Party”) shall give reasonable written notice to the party from whom indemnification is claimed (“Indemnifying Party”). The Indemnifying Party shall acknowledge be entitled, at the Indemnifying Party’s sole expense and liability, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall (i) admit in writing to the Indemnified Party, the Indemnifying Party’s liability to the Indemnified Party that 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 thereof and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall be obligated to indemnify cooperate with the Indemnified Party under party assuming the terms defense, compromise or settlement of its indemnity hereunder any such Action in connection with accordance herewith in any manner that such Third Party Claim, then party reasonably may request. If the Indemnifying Party shall be entitled to assume and control so assumes the defense of any such Third Party Claim and to appoint counsel of Action, the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel and to participate in (plus one local counselbut not control) the defense, if necessary)compromise, and or settlement thereof, but the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such one separate counsel (plus one local counsel, if necessary) if shall be the Indemnified Party’s sole expense 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 shall have been advised by its counsel that there exists a conflict of interest (including the availability of may be one or more legal defenses available to the Indemnified Party it which are not different from or additional to those available to the Indemnifying Party) that would make it inappropriate , and in any such case the reasonable judgment fees and expenses of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such separate counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested borne by the Indemnifying Party. In No Indemnifying Party shall settle or compromise any such Action in which any relief other than the event payment of money damages is sought against any Indemnified Party unless the Indemnified Party consents in writing to such compromise or settlement, which consent shall not be unreasonably withheld. No Indemnified Party shall settle or compromise any such Action for which it is entitled to indemnification hereunder without the Indemnifying Party’s prior written consent, unless the Indemnifying Party fails shall have failed, after reasonable notice thereof, to assume the defense undertake control of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information Action in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partymanner provided above in this Section 6.

Third Party Claims. In the event of that a claim for indemnification ("Claim") involves a claim by a Third Party Claimagainst the Indemnified Party, if the Indemnifying Party shall acknowledge in writing to notify the Indemnified Party that in writing within ten business days after receipt of written notice from the Indemnified Party if it agrees to undertake the defense thereof. The written notice provided to the Indemnifying Party shall be obligated to indemnify from the Indemnified Party under shall be delivered promptly following the terms Indemnified Party's obtaining knowledge of its indemnity hereunder in connection the Claim and shall state the basis of the Claim with such Third reasonable specificity, including the Section or Sections of this Agreement alleged to have been breached. If the Indemnifying Party Claimso notifies the Indemnified Party, then the Indemnifying Party shall be entitled to assume control such defense and control the defense shall bear all costs of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent defense, PROVIDED, that the Indemnified Party and any others the Indemnifying Party may reasonably designate participate in connection with such Third Party Claim settlement or defense through counsel chosen by it (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained which shall be borne by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party). Notwithstanding anything in this Section 8.5 to the contrary, the Indemnifying Party may, with the consent of the Indemnified Party (which approval consent shall not be unreasonably withheld withheld), settle or delayedcompromise any action or consent to the entry of any judgment which includes as a term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a duly executed written unconditional release of the Indemnified Party from all liability in respect of such action, which release shall be reasonably satisfactory in form and substance to counsel for the Indemnified Party. Notwithstanding an If the Indemnifying Party does not notify the Indemnified Party within ten business days after the receipt of the Indemnified Party's election notice of a claim of indemnity hereunder that it elects to appoint one separate counsel (plus one local counselundertake the defense thereof, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an the Indemnified Party shall have the right to employ one separate counsel (plus one local counselcontest, if necessary)settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. Notwithstanding the forego- ing, and the Indemnified Party, during the period the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses is determining whether to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails elect to assume the defense of a matter covered by this Section 8.5, may take such Third reasonable actions as it deems necessary to preserve any and all rights with respect to the matter, without such actions being construed as a waiver of the Indemnified Party's rights to defense and indemnification pursuant to this Agreement. No failure to provide any notice required by this Section 8.5 shall relieve the Indemnifying Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) any obligation to indemnify the Indemnified Party against which such Third Party Claim has been asserted shall have hereunder except to the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) extent that the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partyis actually prejudiced thereby.

Third Party Claims. In As soon as practicable after receipt by an Indemnified Party of notice of any claim or the event commencement of a Third any action by any third party, the Indemnified Party Claimshall, if a claim in respect thereof is to be made by it under this Article VIII, notify the Indemnifying Party shall acknowledge in writing to of the claim or the commencement of that action. If any such claim or action shall be brought against an Indemnified Party that Party, and it shall notify the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claimthereof, then the Indemnifying Party shall be entitled to participate therein, and, to the extent that it wishes, to assume and control the defense thereof with counsel reasonably satisfactory to the Indemnified Party. The assumption of the defense of any claim or action by an Indemnifying Party shall constitute an admission that such claim or action is indemnifiable pursuant to Section 8.1 or Section 8.2. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case claim or action, the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable liable to the Indemnified Party, which approval shall not be unreasonably withheld Party under this Article VIII for any legal or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an other expenses subsequently incurred by the Indemnified Party in connection with a Third Party Claimthe defense thereof other than reasonable costs of investigation; provided, an however, any Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), in any such claim or action and to participate in the Indemnifying Party shall bear defense thereof but the reasonable fees, costs fees and expenses of such one separate counsel (plus one local counsel, if necessary) if shall be at the expense of such Indemnified Party unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (ii) such Indemnified Party shall have been advised by such counsel that there exists a conflict of interest (including the availability of may be one or more legal defenses available to the Indemnified Party it which are not different from or additional to those available to the Indemnifying Party) that would make it inappropriate Party and in the reasonable judgment of the such counsel it is advisable for such Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Partyemploy separate counsel, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (iiiii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails has failed to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with claim or action and employ counsel reasonably satisfactory to the terms hereofIndemnified Party, (iiv) the subject matter of the claim relates to the ongoing Business (as opposed solely to the payment of money damages) or (v) the Indemnifying Party objects to the indemnification of the Indemnified Party against pursuant to Section 8.3(b) above, in which case, if such Third Indemnified Party Claim has been asserted shall have notifies the right Indemnifying Party in writing that it elects to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, employ separate counsel at the expense of and for the account and risk of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such claim or action on behalf of such Indemnified Party and the Indemnifying Party shall not be deemed to have admitted that such claim or action is indemnifiable pursuant to Section 8.1 and Section 8.2, it being understood, however, that the Indemnifying Party shall not, in connection with any one such claim or action or separate but substantially similar or related claims or actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such Indemnified Parties, which firm shall be designated in writing by such Indemnified Parties. Each Indemnified Party and Indemnifying Party shall use its commercially reasonable efforts to cooperate with the other in the defense of any such claim or action. The Indemnifying Party shall not be liable for any settlement of any such claim or action effected without its written consent (ii) which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment in favor of the plaintiff in any such claim or action, the Indemnifying Party agrees to cooperate with indemnify and hold harmless any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. No third party claim, or action shall be settled by the Indemnifying Party without the prior written consent of the Indemnified Party. If a firm written bonafide offer is made by the third party to settle or resolve any such third party claim, or action and the Indemnifying Party proposes to accept such settlement and the Indemnified Party in refuses to consent to such settlement, then: (i) the Indemnifying Party shall be excused from, and the Indemnified Party shall be solely responsible for, all further defense of such third party claim, or action; (ii) the maximum liability of the Indemnifying Party relating to such third party claim, or action shall be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party is greater than the amount of the proposed settlement; and make available (iii) the Indemnified Party shall pay all attorneys' fees and legal costs and expenses incurred after rejection of such settlement, but if the amount thereafter recovered by such third party from the Indemnified Party is less than the amount of the proposed settlement, the Indemnified Party shall also be entitled to reimbursement for such attorneys' fees and legal costs and expenses up to a maximum amount equal to the Indemnified Party, all witnesses, records, materials difference between the amount recovered by such third party and information in the Indemnifying Party's possession or under amount of the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partyproposed settlement.

Third Party Claims. In connection with any claim which may give rise to indemnity hereunder resulting from or arising out of any Proceedings by a Person other than the event of a Third Party ClaimIndemnified Parties, if the Indemnifying Party shall acknowledge in writing may, upon written notice to the Indemnified Party that within thirty (30) days of receipt of notice under Section 9.3(a), assume the defense of any such Proceeding (at the sole expense of the Indemnifying Party) if and only if (a) the Indemnifying Party shall be obligated acknowledges its obligation to indemnify the Indemnified Party under for any Losses resulting from such Proceeding, (b) the terms of Proceeding does not seek to impose any liability on the Indemnified Party other than for monetary damages and (c) where a Buyer Indemnified Party is the Indemnified Party, the Proceeding does not relate to a Buyer Indemnified Party’s relationship with its indemnity hereunder in connection with such Third Party Claim, then customers or employees. If the Indemnifying Party is entitled to assume, and assumes, the defense of any such Proceeding, the Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party to conduct the defense of such Proceedings and shall take all steps reasonably necessary in the defense or settlement thereof. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, the defense of which has been assumed by the Indemnifying Party, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnified Party shall be entitled to assume and control participate in (but not control) the defense of any such Third Party Claim Proceeding, with its own counsel and to appoint counsel of the Indemnifying Party's choice at the expense of its own expense. If the Indemnifying Party is not entitled to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall assume, or does not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt the date such claim is made, the defense of notice thereof in accordance with the terms hereof, any such claim or Proceeding: (i) the Indemnified Party shall be entitled to defend against which such Third Party Claim has been asserted claim or Proceeding and shall have the right to undertake all steps in the defense, compromise defense or settlement of such Third Party Claim on behalf thereof; provided that the Indemnified Parties shall not consent to a settlement of, at or the expense entry of and for any judgment arising from, any such claim or Proceeding, without the account and risk prior written consent of the Indemnifying PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed), and (ii) the Indemnifying Party agrees shall be entitled to cooperate participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party in defended such defense and make available third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party, all witnesses, records, materials and information Party did not defend or settle such third party claim in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be a reasonably requested by the Indemnified Partyprudent manner.

Third Party Claims. In If any Indemnified Party receives notice of any Third-Party Claim for which such Indemnified Party intends to seek indemnification from another party to this Agreement, such Indemnified Party shall give the event Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of a Third its indemnification obligations, except and only to the extent that the Indemnifying Party Claimforfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail and shall indicate the basis hereunder upon which the Indemnified Party’s claim for indemnification is asserted. The Indemnified Party shall tender the defense of such Third-Party Claim to the Indemnifying Party, and if the Indemnifying Party accepts such tender within fifteen (15) Business Days thereafter, then except as herein provided, the Indemnified Party shall acknowledge not, and the Indemnifying Party shall, have the right to contest, defend and litigate such Third-Party Claim; provided that, in writing order for the Indemnifying Party to assume control of such defense, it shall first verify to the Indemnified Party in writing within fifteen (15) Business Days of its receipt of the applicable notice of the Third-Party Claim that the Indemnifying Party shall be obligated fully responsible (with no reservation of any rights and without regard to indemnify any limitation set forth in this Agreement) for all liabilities and obligations relating to such Third-Party Claim and that it shall provide full indemnification to the Indemnified Party under with respect to such Third-Party Claim (the terms “Control of its indemnity hereunder in connection with such Third Party ClaimDefense Conditions”); provided, then further, that the Indemnifying Party shall not be entitled to assume and control the defense of such Third defense and shall pay the fees and expenses of counsel retained by the Indemnified Party Claim and if (i) the claim for indemnification relates to appoint counsel or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the claim seeks injunctive relief or other form of equitable remedy; (iii) upon petition by the Indemnifying Indemnified Party's choice at , the expense of appropriate court rules that the Indemnifying Party failed or is failing to represent vigorously prosecute or defend such Third-Party Claim; (iv) legal counsel to the Indemnified Party reasonably concludes that the Indemnified Party and Indemnifying Party have a conflict of interest with respect to such Third-Party Claim or that the Indemnified Party has one or more defenses not available to the 58 Indemnifying Party; (v) Buyer reasonably believes that the claim could have a material impact on the business operations of the Company; or (vi) the Indemnified Party is seeking recovery with respect to such Third-Party Claim under the R&W Insurance Policy. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise, or admit any others liability with respect to, any Third-Party Claim if the Indemnified Party is not expressly and unconditionally released from all liability thereunder, or if the terms of such settlement would result in (A) the imposition of a consent, order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party, (B) a finding or admission of a violation of Law or the rights of any Person by the Indemnified Party, or (C) any monetary liability of the Indemnified Party that will not be paid or reimbursed by the R&W Insurance Policy. If the Indemnifying Party assumes the defense of a Third-Party Claim and is in good faith contesting such Third-Party Claim and has satisfied and continues to satisfy the Control of Defense Conditions, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may reasonably designate recommend and that by its terms (x) obligates the Indemnifying Party and/or the R&W Insurance Policy to pay the full amount of Losses in connection with such Third Third-Party Claim and (in which case y) releases the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third such Third-Party Claim, an Claim and does not impose any restriction on the future activity or conduct of the Indemnified Party. All expenses (including attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party. The Indemnified Party shall have the right, at its own expense, to be represented by counsel and participate in any such contest, defense, litigation or settlement conducted by the Indemnifying Party in accordance with this Section 7.03(a), and if the Indemnified Party exercises such right, the parties shall cooperate in the contest, defense, litigation and settlement of the Third-Party Claim. The Indemnifying Party shall lose its right to employ one separate counsel (plus one local counselcontest, defend, litigate and settle the Third-Party Claim if necessary)it shall fail to diligently contest the Third-Party Claim. 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 7.03(a), or if, in accordance with the foregoing, the Indemnifying Party shall bear the reasonable feeslose its right to contest, costs defend, litigate and expenses of settle such one separate counsel (plus one local counsela Third-Party Claim, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available 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 five (5) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party) that would make it inappropriate in . If, pursuant to the reasonable judgment of preceding sentence, the Indemnified Party so contests, defends, litigates or settles a Third-Party Claim for the same counsel which it is entitled to represent both indemnification hereunder, the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with be reimbursed by the Indemnifying Party for the reasonable attorneys’ fees and its counsel in such defense other expenses of contesting, defending, litigating and make available settling the Third-Party Claim promptly following the delivery to the Indemnifying Party all witnesses, records, materials, of itemized bills for such reasonable attorneys’ fees and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partyother expenses.

Third Party Claims. In Promptly after the event receipt by either Seller Indemnified Party or Purchaser Indemnified Party (in either case an “Indemnified Party”) of notice of the commencement of any action against such Indemnified Party by a Third third party, such Indemnified Party Claimshall, if a claim with respect thereto is to be made pursuant to Section 8.02 or Section 8.03, give the Seller or Purchaser, as the case may be (in either case an “Indemnifying Party”) written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party along with a copy of the claim. The failure to give such notice shall not relieve the Indemnifying Party from any obligation under this Article 8 except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party. If the claim relates to Losses for which the Indemnified Party is entitled to indemnification pursuant to this Article 8, the Indemnifying Party shall acknowledge in writing have the right to defend such claim, at the Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to Indemnified Party, provided that with respect to any Losses covered by the Escrow Amount the Indemnifying Party conducts the defense of such claim actively and diligently. If the Indemnifying Party assumes the defense of such claim, the Indemnified Party that shall reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. Neither the Indemnifying Party nor any Indemnified Party will consent to the entry of any judgment or enter into any settlement with respect to such claim without the prior written 40 consent of the other, which consent will not be unreasonably withheld or delayed, provided that such consent shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder granted in connection with any settlement (A) containing a full release of the party from whom such Third Party Claimconsent is so requested and (B) in the case of a consent from a Indemnified Party, then involving only monetary damages not fully paid by the Indemnifying Party. Notwithstanding the foregoing, an Indemnified Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint participate with separate counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others if (i) so requested by the Indemnifying Party may reasonably designate or, (ii) in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses reasonable written opinion of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld a conflict or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and potential conflict exists between either the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in prejudice the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to Regardless of which party shall assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereofclaim, (i) the Indemnified Party against which such Third Party Claim has been asserted each party shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available provide to the Indemnified Partyother parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim for indemnification and shall provide reasonable access to all books, all witnesses, records, materials records and information personnel in the Indemnifying Party's their possession or under their control which would have a bearing on such claim. Notwithstanding the Indemnifying Party's control relating thereto as may be reasonably requested foregoing, this Section 8.04 shall not apply to Tax matters governed by the Indemnified PartySection 7.01.

Third Party Claims. In If any party (the event “Injured Party”) receives notice of any claim or the commencement of any action or proceeding commenced by a Third third party with respect to which the other party (or parties) is obligated to provide indemnification (the “Indemnifying Party”) pursuant to this Section 10, the Injured Party Claimshall give the Indemnifying Party written notice thereof promptly following the Injured Party’s receipt of such notice, if provided, however, that the failure to give or delay in giving such notice to the Indemnifying Party shall acknowledge in writing not relieve the Indemnifying Party of its indemnification obligations under this Section 10 except to the Indemnified extent, if any, that such failure or delay resulted in actual prejudice to the Indemnifying Party’s rights hereunder. Such notice shall describe the claim in reasonable detail and shall indicate, in good faith, the amount (estimated if necessary) of the Losses that have been or may be sustained by the Injured Party. The Indemnifying Party agrees to defend, contest or otherwise protect the Injured Party against any such suit, action, investigation, claim or proceeding at the Indemnifying Party’s own cost and expense, using counsel reasonably acceptable to the Injured Party, provided, that the Injured Party shall not be required to permit the Indemnifying Party to assume the defense or any third party claim or action which if not first paid, discharged or otherwise complied with would result in an interruption or interference with the conduct of the business of the Injured Party. The Injured Party shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the defense against any such suit, action, investigation, claim or proceeding and shall make available to the Indemnifying Party any books, records or other documents within the control of the Injured Party that are reasonably required for such defense. The Injured Party shall have the right, but not the obligation, to participate (but not control) at its own expense in the defense or settlement of any such suit, action, investigation, claim or proceeding; provided, however, that if the Injured Party and the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claimhave conflicting claims or defenses, then the Indemnifying Party shall not have control of such conflicting claims or defenses, and the Injured Party shall be entitled to assume appoint a separate counsel for such claims and control defenses at the defense of such Third Party Claim cost and to appoint counsel expense of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the . The Indemnifying Party shall not thereafter be responsible for released from any obligation to indemnify the fees and expenses Injured Party hereunder with respect to a claim without the prior written consent of any separate counsel retained by any Indemnified the Injured Party, unless the Indemnifying Party except as set forth below); provided that such counsel is reasonably acceptable delivers to the Indemnified Party, which approval shall not be unreasonably withheld Injured Party a binding and enforceable agreement settling or delayed. Notwithstanding an Indemnifying Party's election compromising such claim with no monetary liability to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified or injunctive relief against the Injured Party in connection and with a Third complete release of the Injured Party Claimwith respect thereto. If the Indemnifying Party fails to timely defend, an Indemnified contest or otherwise protect the Injured Party against any such suit, action, investigation, claim or proceeding, the Injured Party shall have the right to employ one separate counsel (plus one local counseldefend, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one contest or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment of the Indemnified Party for otherwise protect against the same counsel to represent both and may make any compromise or settlement thereof and recover the Indemnified Party and entire cost thereof from the Indemnifying Party, provided that the Indemnified Party including without limitation reasonable attorneys’ fees and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief whichexpenses, if granted could materially disbursements and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto amounts paid as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense a result of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereofsuit, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defenseaction, investigation, claim or proceeding or compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partythereof.

Third Party Claims. In the event of (a) If a claim by a third party is made against any Indemnified Party (other than a claim for or with respect to Taxes, which shall be governed under Section 6.02) (a “Third Party Claim”), and if such party intends to seek indemnity with respect thereto under this Article VII, such Indemnified Party shall promptly notify the Indemnifying Party of such Third Party Claim; provided, that the failure to so notify shall acknowledge in writing not relieve the Indemnifying Party of its obligations hereunder, except to the Indemnified Party extent that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the is actually and materially prejudiced thereby. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of such notice thereof in accordance with to assume the terms hereofconduct and control, through counsel reasonably acceptable (inot to be unreasonably withheld, conditioned, or delayed) to the Indemnified Party against which such Third Party Claim has been asserted shall have at the right to undertake expense of the defenseIndemnifying Party, compromise of the settlement or settlement defense of such Third Party Claim on behalf ofand the Indemnified Party shall cooperate with it in connection therewith; provided, at the expense of and for the account and risk of the Indemnifying Party, and (ii) that the Indemnifying Party agrees to cooperate with shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party; provided, that the fees and make available expenses of such counsel shall be borne by such Indemnified Party; and provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense if (A) such Third Party Claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (B) such Third Party Claim would give rise to Losses which are more than 200% of the applicable limitation on Losses applicable to such Claim; (C) such Third Party Claim seeks an injunction or equitable relief against the Indemnified Party; (D) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party that materially impairs effective joint representation; (E) the Indemnified Party reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would have a Material Adverse Effect; or (F) upon petition by the Indemnified Party, all witnesses, records, materials and information in the appropriate court rules that the Indemnifying Party's possession Party failed or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partyis failing to vigorously prosecute or defend such Third Party Claim.

Third Party Claims. In Promptly after the event receipt by any party hereto of notice of any claim, action, suit or proceeding (whether commenced or threatened) by any person who is not a Third party to this Agreement (collectively, an "Action") which is subject to indemnification hereunder, such party (the "Indemnified Party") shall give reasonable written notice to the party from whom indemnification is claimed (the "Indemnifying Party"). The Indemnified Party Claimshall be entitled, if at the sole expenses and liability of the Indemnifying Party shall acknowledge Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) admit in writing to the Indemnified Party that Party, the Indemnifying Party shall be obligated Party's liability to indemnify the Indemnified Party for such Action under the terms of its indemnity hereunder this Section 6; (ii) notify the Indemnified Party in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel writing of the Indemnifying Party's choice at intention to assume the expense of the Indemnifying Party defense thereof and (iii) retain legal counsel reasonably satisfactory to represent the Indemnified Party to conduct the defense of such Action. The Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for cooperate with the fees and expenses party assuming the defense, compromise or settlement of any separate counsel retained by such Action in accordance herewith in any Indemnified Party except as set forth below); provided manner that such counsel is party reasonably acceptable to may request. If the Indemnified PartyIndemnifying Party so assumes the defense of any such Action, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an the Indemnified Party shall have the right to employ one separate counsel and to participate in (plus one local counselbut not control) the defense, if necessary)compromise, and or settlement thereof, but the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such one separate counsel (plus one local counsel, if necessary) if shall be the 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 exists a conflict of interest (including the availability of may be one or more legal defenses available to the Indemnified Party it which are not available different from or additional to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make those available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (iiv) the Indemnified Party against which such Third Party Claim has been asserted shall have been advised by counsel that representation of both parties by the right to undertake same counsel is otherwise inappropriate under applicable standards of professional conduct, and, in any such case, the defense, compromise or settlement fees and expenses of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may separate counsel shall be reasonably requested borne by the Indemnified Party.the

Third Party Claims. In the event of a Third Party Claim, if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying PartyParty using one counsel, plus one local counsel, if necessary, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Party.

Third Party Claims. In Promptly after the event receipt by Sellers or Buyer of notice of any claim, action, suit or proceeding by any person or entity who is not a Third Party Claimparty to this Agreement (collectively, if an “Action”) which is subject to indemnification hereunder, such party (the “Indemnified Party”) shall give written notice of such Action to the party from whom indemnification is claimed (the “Indemnifying Party”). The Indemnified Party’s failure to so notify the Indemnifying Party of any such matter shall acknowledge not release the Indemnifying Party, in whole or in part, from its obligations to indemnify under this Section 7.2, except to the extent the Indemnified Party’s failure to so notify actually prejudices the Indemnifying Party’s ability to defend against such Action. The Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) admit in writing to the Indemnified Party, the Indemnifying Party’s liability to the Indemnified Party that for all or a significant portion of such Action under the terms of this Section 7.2; (ii) notify the Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof; and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall be obligated to indemnify cooperate with the Indemnified Party under party assuming the terms defense, compromise or settlement of its indemnity hereunder any such Action in connection with accordance herewith in any manner that such Third Party Claim, then party reasonably may request. If the Indemnifying Party shall be entitled to assume and control so assumes the defense of any such Third Party Claim and to appoint counsel of Action, the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel and to participate in (plus one local counselbut not control) the defense, if necessary)compromise, and or settlement thereof, but the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such one separate counsel shall be the expense of the Indemnified Party unless (plus one local counselA) the Indemnifying Party has agreed to pay such fees and expenses, if necessary(B) if any relief other than the payment of money damages is sought against the Indemnified Party or (iC) the Indemnified Party shall have been advised by its counsel that there exists a conflict of interest (including the availability of may be one or more legal defenses available to the Indemnified Party it which are not different from or additional to those available to the Indemnifying Party) that would make it inappropriate , and in any such case the reasonable judgment fees and expenses of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such separate counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested borne by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the No Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, settle or compromise or settlement consent to entry of any judgment with respect to any such Third Party Claim on behalf of, at Action for which it is entitled to indemnification hereunder without the expense of and for the account and risk prior written consent of the Indemnifying Party, and (ii) the . No Indemnifying Party agrees to cooperate with shall, without the Indemnified Party in such defense and make available to written consent of the Indemnified Party, all witnessessettle 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, records, materials and information in compromise or consent includes as an unconditional term thereof the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested giving by the claimant, petitioner or plaintiff, as applicable, to such Indemnified PartyParty of a release from all liability with respect to such Action.

Third Party Claims. In the event that an Indemnified Party becomes aware of a Third Party Claim, if the Claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder, the Indemnified Party shall acknowledge give reasonably prompt notice in writing to the Indemnifying Party of such claim, identifying the basis for such claim or demand, and the amount or the estimated amount thereof to the extent then determinable (which estimate shall not be conclusive of the final amount of such claim whether or not the claim is a Third Party Claim ("Claim Notice"); provided, however, that any delay in giving the Claim Notice will not be deemed a waiver of nor result in any discontinuation of any rights of the Indemnified Party that Party, except to the extent the rights of the Indemnifying Party are actually prejudiced by such failure. The Indemnifying Party, upon request of the Indemnified Party, shall retain counsel (who shall be obligated reasonably acceptable to indemnify the Indemnified Party) to represent the Indemnified Party under and shall pay the terms reasonable fees and disbursements of its indemnity hereunder in connection such counsel with such Third regard thereto; provided, however, that the Indemnified Party Claimis hereby authorized, then prior to the date on which it receives written notice from the Indemnifying Party designating such counsel, to retain counsel, whose fees and expenses shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party, to file any motion, answer or other pleading and take such other action which it reasonably shall deem necessary to protect its interests or those of the Indemnifying Party to represent until the date on which the Indemnified Party and any others receives such notice from the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case Party. After the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that retain such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an the Indemnified Party shall have the right to employ one separate counsel (plus one local retain its own counsel, if necessary), and but the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including shall be at the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment expense of the Indemnified Party for unless (x) the same Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel to represent or (y) the named parties of any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not, in connection with any proceedings or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one such firm for the Indemnified Party (except to the extent the Indemnified Party retained counsel to protect its (or the Indemnifying Party's) rights prior to the selection of counsel by the Indemnifying Party). If requested by the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall agrees to cooperate with the Indemnifying Party and its counsel in such defense and make available to contesting any Third Party Claim which the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as defends. A Third Party Claim may not be reasonably requested settled by the Indemnifying Party. In Party without the event prior written consent of the Indemnified Party (which consent will not be unreasonably withheld) unless, as part of such settlement, the Indemnified Party shall receive a full and unconditional release; provided, however, that the Indemnifying Party fails to assume shall not settle any claim without the defense prior written consent of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against (which consent shall not be unreasonably withheld) if such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and is not exclusively for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partymonetary Damages.

Third Party Claims. In Reasonably promptly after service of notice of any claim or of process by any third person in any matter in respect of which indemnity may be sought from the event other party pursuant to this Agreement, the party in receipt of a Third the claim (the "Indemnified Party") shall notify the other party (the "Indemnifying Party") of the receipt thereof. Failure to give such notice reasonably promptly shall not relieve the Indemnifying Party Claimof its obligation hereunder; provided, however, that if such failure to give notice reasonably promptly adversely affects the ability of the Indemnifying Party to defend such claims or materially increases the amount of indemnification which the Indemnifying Party is obligated to pay hereunder, the amount of indemnification to which the Indemnified Party will be entitled to receive shall be reduced to an amount which the Indemnified Party would have been entitled to receive had such notice been timely given. Unless the Indemnifying Party shall acknowledge in writing to notify the Indemnified Party that it elects to assume the defense of any such claim or process or settlement thereof (such notice to be given as promptly as reasonably possible in view of the necessity to arrange for such defense (and in no event later than 10 days following the aforesaid notice) and to be accompanied by an acknowledgment of the Indemnifying Party shall be obligated Party's obligation to indemnify the Indemnified Party in respect of such matter), the Indemnified Party shall assume the defense of any such claim or process or settlement thereof. Such defense shall be conducted expeditiously (but with due regard for obtaining the most favorable outcome reasonably likely under the terms of its indemnity hereunder in connection with such Third Party Claimcircumstances, then taking into account costs and expenditures) and the Indemnifying Party or Indemnified Party, as the case may be, shall be entitled to assume and control the defense advised promptly of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of all developments. If the Indemnifying Party to represent assumes the defense, the Indemnified Party will have the right to participate fully in any such action or proceeding and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for to retain its own counsel, but the fees and expenses of such counsel will be at its own expense unless (i) the Indemnifying Party shall have agreed to the retention of such counsel for both the Indemnifying and Indemnified Parties or (ii) the named parties to any separate counsel retained by such suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party except as set forth below); provided that such and representation of both parties by the same counsel is reasonably acceptable would be inappropriate due to actual or potential differing interests between them. No settlement of a claim by either party shall be made without the Indemnified Partyprior written consent of the other party, which approval consent shall not be unreasonably withheld or delayed. Notwithstanding an the foregoing, the Indemnifying Party's election Party shall not be entitled to appoint one separate assume the defense of any such action or proceeding (and shall be liable for the fees and expenses of counsel (plus one local counsel, if necessary) to represent an incurred by the Indemnified Party in connection with a Third defending such matter) to the extent that the action or proceeding seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party Claim, an subject to the same requirements referred to above for the Indemnifying Party when it is entitled to assume such defense and the Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and settle such matter without the prior written consent of the Indemnifying Party shall bear unless such settlement involves the reasonable feespayment of money, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party in which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted required prior written consent shall have the right to undertake the defense, compromise not be unreasonably withheld or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partydelayed.

Third Party Claims. In If a claim or demand is made against a FEC Indemnitee or an St. Joe Xxxemnitee (each, an "Indemnitee") by any Person who is not a party to this Agreement, including, without limitation, any Governmental Authority with respect to taxes (a "Third-Party Claim"), as to which such Indemnitee may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to the terms hereof to make such indemnification (the "Indemnifying Party") in writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event within 30 business days) after receipt by such Indemnitee of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 15 business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. If a Third-Party Claim is made against an Indemnitee with respect to which a claim for indemnification is made pursuant to Section 3.1 or Section 3.2 hereof, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemni- fying Party so elect to assume the defense of a Third Third-Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third-Party Claim so requires), notify the Indemnitee of its intent to do so, and if counsel to the Indemnifying Party has not been properly rejected by the Indemnitee, the Indemnifying Party shall after a reasonable transition period not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, or the Third-Party Claim seeks injunctive relief for other than money damages, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. Subject to the preceding sentence, if the Indemnifying Party assumes such defense, the Indemnitee shall acknowledge have the right to participate in writing the defense thereof and to employ counsel at its own expense, separate from the Indemnified Party counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be obligated liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to indemnify assume the Indemnified defense thereof. If the Indemnifying Party under so elects to assume the defense of any Third-Party Claim, all of the Indemnitees shall reasonably cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. In no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party's prior written consent (which will not be unreasonably withheld); provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third-Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third-Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third-Party Claim (as between the Indemnifying Party and the Indemnitee), the Indemnitee will agree to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of its indemnity hereunder the liability in connection with such Third Third-Party Claim and releases the Indemnitee effective immediately, completely and unconditionally (with no prospective limitations or changes in status of the Indemnitee of any nature) with respect to such Third-Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third-Party Claim shall not otherwise exceed the amount that would have been required to have been paid by or on behalf of the Indemnifying Party pursuant to such proposed settlement, compromise or discharge. If an Indemnifying Party elects not to assume the defense of a Third-Party Claim, then or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third-Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third-Party Claim) if the Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third-Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and the portion relating to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partymoney damages.

Third Party Claims. In the event of (a) If a Proceeding is initiated by any Person who is not a Party hereto or an Affiliate thereof (a “Third Party Claim”) against an Indemnified Party, and if the Indemnifying such Indemnified Party intends to seek indemnification with respect thereto under this Article 10, such Indemnified Party shall acknowledge in writing promptly, after receipt of written notice of such Proceeding, provide written notice of such Proceeding to the party or parties from whom the Indemnified Party intends to seek indemnification (the “Responsible Party”), which notice shall describe such Proceeding in reasonable detail and the amount thereof (if known and quantifiable), provided that the Indemnifying failure to so notify a Responsible Party shall not relieve such Responsible Party of its obligations hereunder unless and to the extent the Responsible Party shall be obligated actually and materially prejudiced by such failure to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying so notify. A Responsible Party shall be entitled to assume and control participate in the defense of such Third Party Claim and Proceeding giving rise to appoint counsel of an Indemnified Party’s claim for indemnification at such Responsible Party’s expense, and, at its option (subject to the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as limitations set forth below); provided that such , shall be entitled to assume the defense thereof by appointing a reputable counsel is reasonably acceptable to the Indemnified Party, which approval shall not Party to be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate the lead counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after of its receipt of notice thereof in accordance with of the terms hereofProceeding, (i) provided that prior to the Indemnified Responsible Party against which assuming control of such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and it shall (iix) the Indemnifying Party agrees demonstrate to cooperate with the Indemnified Party in writing such defense and make available Responsible Party’s financial ability to provide full indemnification to the Indemnified Party, all witnesses, records, materials and information in Party with respect to such Proceeding (including the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested ability to post any bond required by the Indemnified Party.court or adjudicative body before which such Proceeding is taking place), and (y) agree in writing to be fully responsible for all Losses relating to such Proceeding, provided, further, that:

Third Party Claims. In Within 10 business days after an Indemnitee ------------------ receives notice of any third party claim or the event commencement of any action by any third party which such Indemnitee reasonably believes may give rise to a Third Party Claimclaim for indemnification from an Indemnitor hereunder, such Indemnitee shall, if the Indemnifying Party shall acknowledge a claim in respect thereof is to be made against an Indemnitor under Section 7, 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 Indemnitee from such third party. Failure to give such written notice within the time period described above, shall not release the Indemnitor except to the Indemnified Party that extent such party is prejudiced by such failure. Upon receipt of such notice, the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party Indemnitor shall be entitled to participate in such claim or action, to assume and control the defense of such Third Party Claim thereof with counsel reasonably satisfactory to the Indemnitee, and to appoint counsel settle or compromise such claim or action, provided that if such settlement or compromise -------- shall provide for any relief other than a monetary payment by the Indemnitor, such settlement or compromise shall be effected only with the consent of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified PartyIndemnitee, which approval consent shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying PartyAfter notice to the Indemnitee of the Indemnitor's election to appoint one separate counsel (plus one local counselassume the defense of such claim or action, if necessary) the Indemnitor shall not be liable to represent an Indemnified Party the Indemnitee under Section 7 for any legal or other expenses subsequently incurred by the Indemnitee in connection with a Third Party Claimthe defense thereof other than reasonable costs of investigation, an Indemnified Party provided that the Indemnitee shall have the right to employ one separate -------- counsel to represent it if (plus one local counselx) the employment of such counsel has been - specifically authorized in writing by the Indemnitor, if necessary)(y) such claim or action involves remedies other than monetary damages and such remedies, in the Indemnitee's reasonable judgment, could have a material adverse effect on such Indemnitee or (z) the named parties to any such third party claim (including impleaded parties) include both the Indemnitee and the Indemnitor and such Indemnitee shall have been advised in writing by its counsel that there may be conflicting interests between the Indemnitor and the Indemnitee in the legal defense of such third party claim, and in any such event the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including shall be paid by the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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 PartyIndemnitor, provided that the Indemnified Party and such -------- Indemnitor shall not be obligated to pay the fees or expenses of more than one separate counsel shall contest such Third Party Claim in good faith for all Indemnitees arising out the same claim or (ii) if action. If the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails Indemnitor does not elect to assume the defense of such Third Party Claim claim or action within thirty (30) 30 days after receipt of the Indemnitee's delivery of notice thereof of such a claim or action, the Indemnitor shall be deemed to have waived its right to assume the defense of such third party claim and the Indemnitee shall be entitled to assume the defense thereof. If the Indemnitor fails to acknowledge in writing its indemnification obligation to the Indemnitee for such claim or action within a reasonable period following the request therefor by the Indemnitee, the Indemnitee shall be entitled to assume the defense of such claim or action in any manner it deems appropriate including, without limitation, settling any such third party claim or consenting to the entry of any judgment with respect thereto, provided that it acts reasonably and in good faith. Unless it has been conclusively determined through a final judicial determination (or settlement tantamount thereto) that the Indemnitor is not liable to the Indemnitee under this Section 7.2.3., the Indemnitee shall act reasonably and in accordance with the terms hereof, (i) the Indemnified Party against which its good faith business judgment with respect to such Third Party Claim has been asserted shall have the right to undertake the defense, and shall not settle or compromise any such claim or settlement of such Third Party Claim on behalf of, at action without the expense of and for the account and risk consent of the Indemnifying PartyIndemnitor, and (ii) the Indemnifying Party agrees which consent shall not be unreasonably withheld or delayed. The parties hereto agree to cooperate with the Indemnified Party in render to each other such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto assistance as may reasonably be reasonably requested by in order to insure the Indemnified Partyproper 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. In Promptly after the event receipt by any Seller or Buyer of notice of any claim, action, suit or proceeding by any person or entity who is not a Third Party Claimparty to this Agreement (collectively, if an “Action”) which is subject to indemnification hereunder, such party (the “Indemnified Party”) shall give written notice of such Action to the party from whom indemnification is claimed (the “Indemnifying Party”). The Indemnified Party’s failure to so notify the Indemnifying Party of any such matter shall acknowledge not release the Indemnifying Party, in whole or in part, from its obligations to indemnify under this Section 7.2, except to the extent the Indemnified Party’s failure to so notify actually prejudices the Indemnifying Party’s ability to defend against such Action. The Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) admit in writing to the Indemnified Party, the Indemnifying Party’s liability to the Indemnified Party that for all or a significant portion of such Action under the terms of this Section 7.2; (ii) notify the Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof; and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall be obligated to indemnify cooperate with the Indemnified Party under party assuming the terms defense, compromise or settlement of its indemnity hereunder any such Action in connection with accordance herewith in any manner that such Third Party Claim, then party reasonably may request. If the Indemnifying Party shall be entitled to assume and control so assumes the defense of any such Third Party Claim and to appoint counsel of Action, the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel and to participate in (plus one local counselbut not control) the defense, if necessary)compromise, and or settlement thereof, but the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such one separate counsel shall be the expense of the Indemnified Party unless (plus one local counselA) the Indemnifying Party has agreed to pay such fees and expenses, if necessary(B) if any relief other than the payment of money damages is sought against the Indemnified Party or (iC) the Indemnified Party shall have been advised by its counsel that there exists a conflict of interest (including the availability of may be one or more legal defenses available to the Indemnified Party it which are not different from or additional to those available to the Indemnifying Party) that would make it inappropriate , and in any such case the reasonable judgment fees and expenses of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such separate counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested borne by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the No Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, settle or compromise or settlement consent to entry of any judgment with respect to any such Third Party Claim on behalf of, at Action for which it is entitled to indemnification hereunder without the expense of and for the account and risk prior written consent of the Indemnifying Party, and (ii) the . No Indemnifying Party agrees to cooperate with shall, without the Indemnified Party in such defense and make available to written consent of the Indemnified Party, all witnessessettle 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, records, materials and information in compromise or consent includes as an unconditional term thereof the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested giving by the claimant, petitioner or plaintiff, as applicable, to such Indemnified PartyParty of a release from all liability with respect to such Action.

Third Party Claims. In Promptly after the event receipt by any Person entitled to indemnification pursuant to this Article 6 (the “Indemnified Party”) of notice of the assertion of a claim or the commencement of any Action against such Indemnified Party by a third party (a “Third Party Claim”), such Indemnified Party shall, if a claim with respect thereto is to be made against any party obligated to provide indemnification pursuant to this Article 6 (the “Indemnifying Party”), give such Indemnifying Party written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party. The failure to give such notice shall not relieve any Indemnifying Party from any obligation hereunder except where, and then solely to the extent that, such failure actually and materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall acknowledge in writing have the right, at its option, to the Indemnified Party that the defend such claim, at such Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms Party’s expense and with counsel of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable satisfactory to the Indemnified Party, which approval shall not be unreasonably withheld or delayedprovided that the Indemnifying Party conducts the defense of such claim actively and diligently. Notwithstanding an If the Indemnifying Party's election to appoint one separate counsel (plus one local counselParty assumes the defense of such claim, if necessary) to represent an the Indemnified Party agrees to reasonably cooperate in connection with a Third Party Claim, an such defense so long as the Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), is not materially prejudiced thereby and the Indemnifying Party shall bear (a) irrevocably acknowledges in writing full responsibility for and agrees to fully indemnify the reasonable feesIndemnified Party, costs and expenses (b) furnishes satisfactory evidence of the financial ability to indemnify the Indemnified Party. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such one separate counsel (plus one local counselclaim. No Indemnifying Party will consent to the entry of any judgment or enter into any settlement with respect to a Third Party Claim without the prior written consent of the Indemnified Party, if necessary) if which consent will not be unreasonably withheld, provided that such consent shall be granted in connection with any settlement (i) there exists containing a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment full release of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the case of a consent from an Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party, involves only monetary damages. In the event the Indemnifying Party fails does not defend or ceases to assume conduct the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereofClaim, (ix) the Indemnified Party against which may defend against, and, consent to the entry of any judgment or enter into any settlement with respect to, such Third Party Claim has been asserted shall have Claim, (y) the right to undertake Indemnifying Party will reimburse the defenseIndemnified Party promptly and periodically for the costs of defending against such Third Party Claim, compromise or settlement including reasonable attorneys’ fees and expenses and (z) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer as a result of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information full extent provided in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partythis Article 6.

Third Party Claims. In (i) If any Person entitled to indemnification under this Agreement (an “Indemnified Party”) receives notice of the event assertion of any claim or of the commencement of any Proceeding by any Person who is not a party hereto or an Affiliate of a party hereto (a “Third Party Claim”) against such Indemnified Party, if with respect to which a party hereto is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice regarding such claim (a “Claims Notice”) to the Indemnifying Party within 30 days after becoming aware of such claim. The Indemnifying Party shall acknowledge in writing have the right, which shall be exercised by delivering written notice to the Indemnified Party that (the Indemnifying Party shall be obligated to indemnify “Defense Notice”) within 30 days after receipt from the Indemnified Party under of a Claim Notice, which Defense Notice shall specify the terms of counsel it will appoint to defend such claim, to conduct at its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control expense the defense of against such Third Party Claim and to appoint counsel claim in its own name, or if necessary in the name of the Indemnifying Indemnified Party's choice at the expense of the Indemnifying Party to represent ; provided, however, that the Indemnified Party and any others shall have the Indemnifying Party may reasonably designate in connection with right to approve such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Partydefense counsel, which approval shall not be unreasonably withheld or delayed. Notwithstanding an An Indemnifying Party's election ’s delivery of a Defense Notice shall constitute an acceptance of its obligation hereunder to appoint one separate counsel (plus one local counselindemnify the Indemnified Party with respect to all Losses, if necessary) to represent any, resulting from the subject Third Party Claim. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in connection with a Third Party Claim, an this Section 11.4(a)(i) will not affect the rights or obligations of any Indemnified Party unless the Indemnifying Party is materially prejudiced thereby (so long as a valid Claims Notice is given before the expiration of the applicable period set forth in Section 11.1). Notwithstanding any provision contained herein to the contrary, the Indemnifying Party shall not have the right to employ one separate counsel (plus one local counselassume control of such defense and shall pay the reasonable costs and expenses incurred by the Indemnified Party, if necessary), and the claim over which the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if seeks to assume control (i) there exists seeks non-monetary relief, (ii) involves criminal allegations, (iii) involves a conflict of interest Material Customer, (including iv) involves a Material Supplier that has material interaction with the availability of one Company’s customers, (v) involves a claim that, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or more legal defenses is failing to vigorously prosecute or defend or (vi) involves a claim that is reasonably expected to result in Losses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment excess of the Indemnified Party amount then available for the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or indemnification under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partythis Article 11.

Third Party Claims. In the event of If a Third claim by a third party is made against a Parent Indemnified Party Claimor a Buyer Indemnified Party (collectively, an “Indemnified Party”), and if the Indemnifying such Indemnified Party intends to seek indemnity with respect thereto under this Article 7, such Indemnified Party shall acknowledge promptly notify the indemnifying party of such claims. Such notification shall be given within ten (10) days after receipt by the Indemnified Party of notice of such suit or proceeding; shall be accompanied by reasonable supporting documentation submitted by such third party (to 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 suit or proceeding 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 any liability or obligation hereunder except to the extent of any liability caused by or arising out of such failure, except and only to the extent where the indemnifying party is prejudiced by such delay. Within twenty (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 suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided, however, that (i) the indemnifying party may only assume control of such defense if it acknowledges in writing to the Indemnified Party that the Indemnifying Party shall any damages that may be obligated to indemnify assessed against the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then suit or proceeding constitute “Costs” for which the Indemnifying Indemnified Party shall be entitled indemnified pursuant to this Article 7, and (ii) the indemnifying party may not assume control of the defense of a suit or proceeding involving criminal liability or in which any relief other than monetary damages is sought against the Indemnified Party. In addition, notwithstanding anything to the contrary in the foregoing, in the event that an Indemnified Party in good faith determines that the conduct of the defense of any claim, suit or proceeding or any proposed settlement of any such claim, suit or proceeding by the indemnifying party might be expected to adversely affect the Indemnified Party’s Tax liability or the ability of the Indemnified Party to conduct its business (including relationships with Governmental Authorities, customers, suppliers or other Persons with whom the Indemnified Party conducts business), the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement or negotiations relating to any such claim, suit or proceeding at the sole cost of the indemnifying party. If the indemnifying party does not so assume control of such defense, the Indemnified Party shall control such defense. The party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that if the indemnifying party assumes control of such defense and the Indemnified Party reasonably concludes that the indemnifying party and the Indemnified Party have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered “Costs” for purposes of this Agreement. The party controlling such defense (the “Controlling Party”) shall keep the Non-controlling Party reasonably advised of the status of such suit or proceeding 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 suit or proceeding (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 and to appoint counsel suit or proceeding. The indemnifying party shall not, except with the consent of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, enter into any settlement that does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties of unconditional release from all liability with respect to such claim or consent to entry of any judgment. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the indemnifying party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Party.

Third Party Claims. (i) In the event of a that any Action is instituted, or that any Third Party ClaimClaim is asserted, the Indemnified Person seeking indemnification for any related Loss (including a Parent Indemnified Person seeking indemnification for any related loss through an Offset Right) shall notify the Indemnifying Party of any such Action or claim promptly after receiving notice thereof (each, a “Third Party Indemnification Claim Notice”); provided, that, as applicable, a Parent Indemnified Person shall promptly notify the Indemnifying Party and the Holders’ Representative of any such Action or claim; provided further, however, that no delay on the part of the Indemnified Person in giving any such notice shall relieve an Indemnifying Party of any indemnification obligations unless, and only to the extent that, such Indemnifying Party is actually and materially prejudiced by such delay and then only to the extent of such prejudice. Subject to the provisions of this Section 8.4(a)(i), and assuming the Indemnified Person does not have the right to elect or does not choose to elect in its Third Party Indemnification Claim Notice to assume the defense of the Third Party Claim in accordance with Section 8.4(a)(v), the Indemnifying Party shall be entitled at its own expense to conduct and control the defense of such Third Party Claim on behalf of the Indemnified Person through counsel chosen by the Indemnifying Party and reasonably acceptable to the Indemnified Person if the Indemnifying Party shall acknowledge notifies the Indemnified Person in writing within thirty (30) days of its intent to the Indemnified Party do so and confirms that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under Person against all resulting Losses in accordance with (and subject to the terms of its indemnity hereunder in connection with such Third Party Claim, then limitations of) this Agreement. If the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall does not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim elect within thirty (30) days after receipt of notice thereof in accordance with the terms hereofto defend any Third Party Claim, (i) the Indemnified Party against which Person may defend such Third Party Claim has been asserted shall have as described below in Section 8.4(a)(v). For the right to undertake the defenseavoidance of doubt, compromise or settlement of such Parent acknowledges that if a Third Party Claim on behalf of, at the expense of is asserted against Parent and for the account and risk of the Indemnifying Party, such claim alleges both (y) facts or circumstances giving rise to indemnifiable Losses under this Agreement and (iiz) the Indemnifying Party agrees to cooperate with the Indemnified Party wrongful conduct by Parent, then in such defense and make available case any Parent Indemnified Person shall only be entitled to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or recover Losses arising under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partysubclause (y).

Third Party Claims. In If a claim by a third party is made ------------------ against any Indemnified Party (other than the event of a Third Party Xxxxx Claim, which shall be governed by the provisions of Section 5.6), and if such party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party shall promptly notify the Indemnifying Party of such claims; provided that the -------- failure to so notify shall acknowledge not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is actually and materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days after receipt of such notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Indemnifying Party, of the settlement or defense thereof and the Indemnified Party shall cooperate with it in writing to connection therewith; provided that it is -------- reasonably anticipated by the Indemnified Party that the Indemnifying Party shall be obligated to indemnify permit the Indemnified Party under to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the terms fees and expenses of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party counsel shall be entitled to assume and control the defense of borne by -------- such Third Party Claim and to appoint counsel of the Indemnifying Indemnified Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case ; provided, further, that the Indemnifying Party shall not thereafter -------- ------- be responsible for entitled to assume control of such defense and shall pay the fees and expenses of any separate counsel retained by any the Indemnified Party except as set forth below)if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; provided (ii) the Indemnified Party has been advised in writing by counsel that such counsel is reasonably acceptable to a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; or (iii) upon petition by the Indemnified Party, which approval shall not be unreasonably withheld the appropriate court rules that the Indemnifying Party failed or delayedis failing to vigorously prosecute or defend such claim. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Any Indemnified Party shall have the right to employ one separate counsel in any such action or claim and to participate in (plus one local counselbut not control) the defense thereof, if necessary)but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless (i) the Indemnifying Party shall have failed, within a reasonable time after having been notified by the Indemnified Party of the existence of such claim as provided in the preceding sentence, to assume the defense of such claim, (ii) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, which authorization shall not be unreasonably withheld, or (iii) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall bear the reasonable fees, costs and expenses of have been advised in writing by such one separate counsel (plus one local counsel, if necessary) if (i) that there exists a conflict of interest (including the availability of may be one or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate . So long as the Indemnifying Party is reasonably contesting any such claim in the reasonable judgment of good faith, the Indemnified Party for shall not pay or settle any such claim. Notwithstanding the same counsel to represent both foregoing, the Indemnified Party and shall have the Indemnifying Partyright to pay or settle any such claim, provided that in such event it shall waive any right -------- to indemnity therefor by the Indemnifying Party for such claim unless the Indemnifying Party shall have consented to such payment or settlement. If the Indemnifying Party does not notify the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after the receipt of the Indemnified Party's notice thereof in accordance with of a claim of indemnity hereunder that it elects to undertake the terms hereofdefense thereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake contest, settle or compromise the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Party agrees to cooperate shall not, except with the Indemnified Party in such defense and make available to consent of the Indemnified Party, all witnesses, records, materials and information in enter into any settlement that is not entirely indemnifiable by the Indemnifying Party's possession Party pursuant to this Article VIII and does not include as an unconditional term thereof the giving by the Person or under Persons asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim or consent to entry of any judgment. The Indemnifying Party and the Indemnified Party shall cooperate with each other in all reasonable respects in connection with the defense of any claim, including making available records relating to such claim and furnishing, without expense to the Indemnifying Party's control relating thereto Party and/or its counsel, such employees of the Indemnified Party as may be reasonably requested by necessary for the Indemnified Partypreparation of the defense of any such claim or for testimony as witnesses in any proceeding relating to such claim.

Third Party Claims. In If any claim or demand in respect of which any Silgan Indemnitee or the event Selling Parties might seek indemnity under this Article X is asserted against the Damaged Party by a Person other than a Party (a "Third Party Claim") prior to the expiration of the applicable survival period, the Damaged Party shall give written notice and the details thereof including an estimate of the claimed Losses, copies of all relevant pleadings, documents and information to the Responsible Party within thirty (30) days following the assertion of the Third Party Claim against the Damaged Party (to the extent available at such date); provided that no delay on the part of the Responsible Party in notifying the Responsible Party shall relieve the Responsible Party from any obligation hereunder except if the Responsible Party is materially prejudiced thereby. The Responsible Party shall have the sole right to defend and/or settle such Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted to a final conclusion or will be settled at the sole discretion of the Responsible Party as long as the Responsible Party agrees in writing that the Damaged Party is entitled to indemnification by the Responsible Party for such action; provided, however, that the Responsible Party shall not enter into any settlement that imposes injunctive or other equitable relief against the Damaged Party or does not fully and finally release the Damaged Party from all liability, unless consented to by the Damaged Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Damaged Party shall cooperate fully in such defense, including by making available to the Responsible Party all books, records, documents and personnel within the Damaged Party's control or that it can reasonably obtain relating to the Third Party Claim. The Damaged Party, at its expense, may participate in, but not control, any defense or settlement of any Third Party Claim conducted by the Responsible Party pursuant to this Section 10.6(a), provided, however, that if the Responsible Party elects not to defend a Third Party Claim, if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Damaged Party shall have the right to employ one separate counsel (plus one local counseldefend and/or settle such Third Party Claim provided that it acts in good faith in connection therewith. Notwithstanding anything to the contrary, if necessary), and the Indemnifying there is an accrual on Schedule 1.1(B) for any Third Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses Claim to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment any of the Indemnified Silgan Indemnitees is seeking indemnification pursuant to this Article X, then the applicable Silgan Indemnitee shall have the sole right to defend and/or settle such Third Party for the same counsel to represent both the Indemnified Party and the Indemnifying PartyClaim, provided that the Indemnified Party and such counsel it shall contest not settle such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel an amount in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense excess of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with accrual without the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk prior consent of the Indemnifying applicable Selling Party, and (ii) the Indemnifying Party agrees not to cooperate with the Indemnified Party in such defense and make available to the Indemnified Partybe unreasonably withheld, all witnesses, records, materials and information in the Indemnifying Party's possession conditioned or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partydelayed.

Third Party Claims. In the event of (a) If any third party shall notify any party with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other party under this Article IX, then the Indemnified Party shall as promptly as reasonably practicable, and in any event within twenty (20) days of notice thereof, notify each Indemnifying Party thereof in writing; provided, however, that (i) if the Indemnifying Party shall acknowledge in writing to is Parent and/or Seller, the Indemnified Party need only notify Seller, and (ii) the failure to give notice as herein provided shall not relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that the Indemnifying Party shall be obligated have been materially prejudiced in its ability to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with defend such Third Party Claimclaim. Subject to Section 9.06(b), then the Indemnifying Party shall be entitled will have the right at its expense to assume and control thereafter conduct the defense of such the Third Party Claim and to appoint with counsel of the Indemnifying Party's its choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may recognized standing reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable satisfactory to the Indemnified Party, which approval and the Indemnified Party shall not reasonably cooperate to the extent reasonably requested by the Indemnifying Party in the defense or prosecution thereof and shall furnish such records, information (that are under its control) and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be unreasonably withheld or delayed. Notwithstanding an reasonably requested by the Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third therewith, in each case, at the Indemnifying Party’s expense. If the Indemnifying Party Claimis entitled to, an and so elects to, assume the defense of such claim, the Indemnified Party shall have the right to employ one separate its own counsel (plus one local counselin any such case, if necessary), and but the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including shall be at the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment expense of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with If the Indemnifying Party is entitled to and its counsel in such has assumed the defense and make available to of any claim against the Indemnified Party, for so long as the Indemnifying Party all witnessesis reasonably diligently defending such claim, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake settle any claim for which indemnification has been sought and is available hereunder only upon receiving the defenseIndemnified Party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) except if, pursuant to or as a result of such settlement, the Indemnified Party is expressly and unconditionally released (including for these purposes, the Company Entities) in writing from all Liabilities and obligations with respect to such claim with prejudice. Notwithstanding anything to the contrary herein, if the Indemnifying Party does not assume the defense of a Third Party Claim, the Indemnified Party shall have the right to assume control of the defense of such claim through counsel of its choice, the cost of which shall be at the Indemnifying Party’s expense in the event that the Indemnified Party’s right of indemnification is ultimately established through settlement, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be reasonably requested by the Indemnified Partyappropriate proceeding.

Third Party Claims. All claims for indemnification relating to third party claims (other than claims with respect to Taxes) shall be asserted and resolved as set forth in this Section 10.4. In the event that any written claim or demand for which an Indemnifying Party would be liable 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 more than 30 days following such Indemnified Party’s receipt of a Third Party Claimsuch claim or demand, if notify the Indemnifying Party of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall acknowledge in writing not be conclusive of the final amount of such claim and demand) (the “Claim Notice”). The Indemnified Party shall not be foreclosed by any failure to provide timely notice of the existence of a third party claim or demand to the Indemnifying Party except to the extent (and only to the extent) such failure causes the Losses for which the Indemnifying Party is otherwise obligated to indemnify to be materially greater than such Losses would have been had the Indemnified Party that so promptly notified the Indemnifying Party hereunder. The Indemnifying Party shall be obligated have 30 days from the delivery or receipt of the Claim Notice (the “Notice Period”) to indemnify notify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third Party Claim, then (a) whether or not the Indemnifying Party shall be entitled to assume and control disputes the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense liability of the Indemnifying Party to represent the Indemnified Party hereunder with respect to such claim or demand and any others (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party may reasonably designate in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the (i) right to defend the Indemnified Party by appropriate proceedings and (ii) to use or retain counsel in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided defense that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint one separate counsel (plus one local counsel, if necessary) to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel (plus one local counsel, if necessary), and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) 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, provided that the Indemnified Party and such counsel shall contest such Third Party Claim in good faith or (ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party or its Affiliates. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnessesinformation reasonably available to such Indemnified Party relating to such claim or demand. In addition, records, materials, and information in the Indemnified Party's possession Party and the Indemnifying Party shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such claim or under demand. The Party in charge of the defense shall keep the other Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If any Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. In the event that the Indemnifying Party does not elect to defend the claim, the Indemnified Party's control relating thereto as may be reasonably requested by Party shall not settle a claim or demand without the consent of the Indemnifying Party. In The Indemnifying Party shall not, without the event prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand (i) on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party without the written consent of the Indemnified Party and (ii) without obtaining a (a) release with respect to such claim or demand and (b) the dismissal with prejudice of any litigation or other proceeding with respect to such claim or demand, in each case for the benefit of and in form and substance reasonably satisfactory to the Indemnified Party. If the Indemnifying Party fails elects not to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (i) defend the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defenseclaim or demand, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party, and (ii) the Indemnifying Party agrees to cooperate with whether by not giving the Indemnified Party in timely notice as provided above or otherwise, then the amount of any such defense and make available to claim or demand, or, if the same be contested by the Indemnified Party, all witnesses, records, materials then that portion thereof as to which such defense is unsuccessful (and information the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder to the extent any Losses are sustained which are otherwise the subject of indemnification under this Section 10. To the extent the Indemnifying Party shall control or participate in the Indemnifying Party's possession defense or under settlement of any third party claim or demand, the Indemnified Party will give to the Indemnifying Party's control relating thereto as may be reasonably requested by Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts in the defense of all such claims.