Common use of Third Party Claims Clause in Contracts

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX.

Third Party Claims. (a) If an indemnified party receives notice of a demand for arbitration, summons or other notice of the Acquiror is subject to Indemnifiable Damages commencement of a proceeding, audit, investigation, review, suit or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to other action by a third party (any such action a "Third Party Claim") for which it intends to seek indemnification hereunder, it shall give the indemnifying party prompt written notice of such claim (together with all copies of the claim, Acquiror any process served, and all filings with respect thereto), so that the indemnifying party's defense of such claim under this Section 10.4 may be timely instituted. The indemnifying party under this Article X shall have the right in its sole discretion to conduct and control, through counsel (reasonably acceptable to the indemnified party) of its own choosing and at its own cost, any Third Party Claim, compromise, or settlement thereof. Assumption by an indemnifying party of control of any such defense, compromise, or settlement shall not be a waiver by it of its right to challenge its obligation to indemnify the indemnified party. The indemnified party may, at its election, participate in the defense of and to settle or resolve any such claim (and claim, action, or suit through counsel of its choosing, but the costs fees and expenses incurred by Acquiror in connection with of such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) counsel shall be included at the expense of the indemnified party, unless the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the Indemnifiable Damages for indemnifying party (in which Acquiror may seek indemnification pursuant to a claim made hereunder); providedcase, howeverif the indemnified party notifies the indemnifying party in writing that it elects separate counsel at the expense of the indemnifying party, that Acquiror the indemnifying party shall not settle or resolve such claim without have the prior written consent of right to assume the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt defense of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or action on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnified party with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXdefenses).

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "INDEMNITEE") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "INDEMNITOR") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against the indemnitor, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The indemnitor shall have the right to settle assume the defense of such action unless such action (i) may result in injunctions or resolve any such claim other equitable remedies in respect of the indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this ARTICLE XI, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the costs indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such indemnitee in connection with such defenseobligation or liability subject to this ARTICLE XI. Prior to paying or settling any Claim against which an indemnitor is, settlement or resolution (including reasonable legal feesmay be, other professionals’ and experts’ fees and obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or arbitration costs) shall be included in decree holding the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve indemnitee liable on such claim without or failing such judgment or decree, and must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have the right to settle any Claim against it, subject to the prior written consent approval of the Shareholders’ Agentindemnitee, which consent approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own counsel in any case, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices but the fees and communications with respect to the third-party claim to the extent that receipt expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense the expense of the third-party claim or settlement negotiations with respect to indemnitee unless (a) the third-party claim. However, except with the prior written consent employment of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent counsel shall have been determined authorized in writing by a final non-appealable court order the indemnitor in connection with the defense of a court such action or Claim, (b) the indemnitor shall not have employed, or is prohibited under this SECTION 11.4 from employing, counsel in the defense of competent jurisdiction to have unreasonably withheldsuch action or Claim, conditioned or delayed its consent to any (c) such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder 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 power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf which events such fees and expenses of any Indemnified Person against the applicable Escrow Fund not more than one additional counsel for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with indemnified parties shall be borne by the terms and provisions of this Article IXindemnitor.

Third Party Claims. If (a) Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a Tax liability or obligation, or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "Indemnitor") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a Claim thereon is to be, or may be, made against the Indemnitor, notify the Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such Claim, process and all legal pleadings. The Indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The Indemnitor shall have the right to settle assume the defense of such action unless such action (i) may result in injunctions or resolve any such claim other equitable remedies in respect of the Indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this Article XIII, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the Indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the Indemnitee). The Indemnitor and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) Indemnitee shall be included cooperate in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt defense of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matterClaims. In the event case that the Shareholders’ Agent has consented Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to any the Indemnitor all relevant records and take such settlement other action and sign such documents as are necessary to defend such audit, assessment or resolution, or if the Shareholders’ Agent shall have been determined by other proceeding in a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXtimely manner.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a claim by a third party claimis made against an indemnified person hereunder, Acquiror and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the right in reasonable approval of such indemnified person, and at its sole discretion to conduct own expense, the settlement or defense of and to settle or resolve any such claim (thereof, and the costs and expenses incurred by Acquiror indemnified person shall cooperate with it in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)therewith; provided, however, that Acquiror the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agentindemnified person, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense a release of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or resolution provided the imposition of any material obligations on such recovery indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is otherwise of a monetary nature), in accordance with which case the terms indemnified person shall be entitled to retain separate counsel, the reasonable fees and provisions expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Article IXAgreement.

Third Party Claims. (a) In order for a party (the "indemnitee") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of, or involving a claim or demand made by any Person against the indemnitee (a "Third-Party Claim"), such indemnitee must notify the party from whom indemnification hereunder is sought (the "indemnitor") in writing of the Third-Party Claim as soon as reasonably practicable after the indemnitee determines that it may be entitled to indemnification for such Third-Party Claim under this Article 8. Such notice shall state in reasonable detail the amount or estimated amount of such Third-Party Claim, and shall identify the specific basis (or bases) for such Third-Party Claim, including the representations, warranties or covenants in this Agreement alleged to have been breached. Failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnitor shall have been actually prejudiced as a result of such failure. Thereafter, the indemnitee shall deliver to the indemnitor, without undue delay, copies of all notices and documents (including court papers received by the indemnitee) relating to the Third-Party Claim so long as any such disclosure could not reasonably be expected, in the reasonable opinion of counsel, to have an adverse effect on the attorney-client or any other privilege that may be available to the indemnitee in connection therewith. (b) If a Third-Party Claim is made against an indemnitee and if (i) the indemnitor irrevocably admits to the indemnitee in writing its obligation to indemnify the indemnitee for all liabilities and obligations relating to such Third-Party Claim, (ii) no claim for injunctive relief is being made against the indemnitee, (iii) the Third-Party Claim does not involve a Governmental Authority, and (iv) it is reasonably likely that the indemnitee will not suffer a Loss in excess of the indemnitor's indemnification obligations hereunder, the indemnitor may elect to assume and control the defense thereof, at its expense, with counsel selected by the indemnitor that is reasonably acceptable to the indemnitee, by providing the indemnitee with notice within thirty (30) days after the indemnitor's receipt from the indemnitee of notice of the Third-Party Claim. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to indemnitor assumes such defense, the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its sole discretion own expense, separate from the counsel employed by the indemnitor, it being understood that the indemnitor shall control such defense; provided that indemnitee's expenses of counsel shall be an indemnified Loss for purposes of this Article 8 if such counsel reasonably concludes that a conflict exists between indemnitee and indemnitor that cannot be waived. If the indemnitor is eligible to conduct assume the defense of and a Third-Party Claim pursuant to settle or resolve any such claim (this Section 8.5.1(b) and the costs and expenses incurred by Acquiror in connection with indemnitor elects not to assume such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) the indemnitor shall be included reimburse the indemnitee for any Losses incurred by indemnitee in the Indemnifiable Damages for defense of such Third-Party Claim. (c) If the indemnitor so assumes the defense of any Third-Party Claim, all of the indemnitees shall reasonably cooperate with the indemnitor in the defense or prosecution thereof. Such cooperation shall include, at the expense of the indemnitor, the retention and (upon the indemnitor's request) the provision to the indemnitor of records and information which Acquiror may seek indemnification pursuant are reasonably relevant to such Third-Party Claim, and making employees available on a claim made mutually convenient basis to provide additional information and explanation of any material provided hereunder); provided. If the indemnitor has assumed the defense of a Third-Party Claim, however, that Acquiror (i) the indemnitee shall not settle admit any liability with respect to, or resolve settle, compromise or discharge such claim Third-Party Claim without the indemnitor's prior written consent of the Shareholders’ Agent, (which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Shareholders’ Agent shall receive copies of all pleadings), notices and communications with respect to (ii) the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent indemnitor shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of admit any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX.liability

Third Party Claims. If Promptly after receipt by an indemnified party under this Section 9 of notice of the Acquiror commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate be made against any indemnifying party under this Section 9, deliver to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to indemnifying party a third written notice of the commencement thereof and the indemnifying party claim, Acquiror shall have the right in its sole discretion to conduct participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense of thereof with counsel mutually and reasonably satisfactory to settle or resolve any such claim the parties (and such indemnifying party shall not be liable to the costs and indemnified party under this Section 9 for any legal or other expenses subsequently incurred by Acquiror the indemnified party in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunderdefense thereof); provided, however, that Acquiror the indemnified parties shall have the right to retain separate counsel and participate in such defense but the fees and expenses of such counsel shall be at the expense of such indemnified party unless such indemnified party shall have reasonably concluded, based on advice of counsel, that representation of such indemnified parties by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflicts of interest between such indemnified parties and the indemnifying party in such proceeding, in which case the fees and expenses of one such separate counsel (as well as one local counsel, as applicable) shall be paid by the indemnifying party. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party, to the extent prejudiced, of any liability to the indemnified party under this Section 9, but the omission to so deliver written notice to the indemnifying party will not settle or resolve such claim relieve it of any liability that it may have to any indemnified party otherwise than under this Section 9. No indemnifying party shall, without the prior written consent of the Shareholders’ Agentindemnified party, which effect the settlement or compromise of, or consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies to the entry of all pleadings, notices and communications any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the third-indemnified party claim to the extent that receipt from all liability arising out of such documents action or claim and (ii) does not affect any privilege relating include a statement as to any Indemnified Person and shall be entitledor an admission of fault, at its expense, culpability or a failure to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery act by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXindemnified party.

Third Party Claims. If a claim by a third party is made against an indemnified Person hereunder, and if such indemnified Person intends to seek indemnity with respect thereto under this Article, such indemnified Person shall promptly notify the indemnifying Person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified Person to give prompt notice as provided herein shall not relieve the indemnifying Person of any of its obligations hereunder, except to the extent that the indemnifying Person is materially prejudiced by such failure. If the Acquiror is subject indemnifying Person acknowledges in writing its obligation to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to indemnify the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a indemnified Person against any Losses that may result from such third party claim, Acquiror then the indemnifying Person shall have 20 days after receipt of such notice to undertake, through counsel of its own choosing, subject to the right in reasonable approval of such indemnified Person, and at its sole discretion to conduct own expense, the settlement or defense of and to settle or resolve any such claim (thereof, and the costs and expenses incurred by Acquiror indemnified Person shall cooperate with it in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)therewith; provided, however, that Acquiror the indemnified Person may participate in such settlement or defense through counsel chosen by such indemnified Person, provided that the fees and expenses of such counsel shall be borne by such indemnified Person. The indemnifying Person shall not settle any claim or resolve such claim consent to the entry of any judgment without the prior written consent of the Shareholders’ Agentindemnified Person, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any (i) such settlement or resolution, or if judgement includes as an unconditional term thereof the Shareholders’ Agent shall have been determined giving by a final non-appealable court order the claimant of a court release of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages from all Liability with respect to such claim and (ii) such settlement or resolution provided judgement does not involve the imposition of equitable remedies or the imposition of any material obligations on such recovery indemnified Person other than financial obligations for which such indemnified Person will be indemnified hereunder. If the indemnifying Person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified Person shall be borne by such indemnified Person unless there exists or is otherwise reasonably likely to exist a conflict of interest between them as to their respective legal defenses (other than one that is of a monetary nature) in accordance the reasonable judgment of the indemnified Person, in which case the indemnified Person shall be entitled to retain one law firm as its separate counsel, the reasonable fees and expenses of which shall be reimbursed as they are incurred by the indemnifying Person. If the indemnifying Person does not notify the indemnified Person within 20 days after the receipt of the indemnified Person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof and that it acknowledges its obligation to indemnify the indemnified Person against any Losses that may result from such claim, the indemnified Person shall have the right to contest, settle or compromise the claim in a reasonable manner, and the indemnifying Person shall cooperate with in 56 52 connection therewith, but the terms and provisions of indemnified Person shall not thereby waive any right to indemnity therefor pursuant to this Article IXAgreement.

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification pursuant to this Article IX relating to or arising out of claims, actions by Governmental Authorities or other third parties. Promptly after receipt by the party seeking indemnification hereunder (hereinafter the “Indemnitee”) of notice of the commencement of any (a) Tax audit or proceeding for the assessment of any Tax by any Taxing Authority or any other proceeding likely to result in the imposition of a liability or obligation for Taxes or (b) any action or the assertion of any claim, liability or obligation by a Governmental Authority or a third party (whether by legal process or otherwise), against which claim, Acquiror liability or obligation a party under this Article IX (hereinafter the “Indemnitor”) that is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a claim thereon is to be, or may be, made against the Indemnitor pursuant to this Article IX, promptly notify the Indemnitor in writing of the commencement or assertion thereof, including the amount and specific factual and legal basis for such claim, and give the Indemnitor a copy of such claim, process and all legal pleadings and other written evidence thereof. The Indemnitor shall have, in all instances, the right to participate in the defense of such action with counsel of reputable standing. The Indemnitor shall have the right in its sole discretion to conduct assume the defense of such action unless such action (a) may result in orders or mandatory injunctions materially impacting the Indemnitee’s on-going operation of the business or (b) may result in liabilities which, taken with other then-existing claims under this Article IX, would not be fully indemnified hereunder. The Indemnitor shall have twenty (20) days, after receipt of notice of such claim, process, legal proceeding and other written notice, to settle assume the defense thereof. If the Indemnitor does assume such defense, it will, within such twenty (20) days, so notify the Indemnitee. If the Indemnitor does not assume such defense and so notifies the Indemnitee, or resolve any if the Indemnitor is barred from assuming such claim (defense pursuant to this Section 9.5, then the Indemnitee shall have the right to assume such defense, subject to the participation of the Indemnitor, as provided in this Section 9.5, and the costs Indemnitee’s fees and expenses incurred by Acquiror (including reasonable fees and expenses of counsel) in connection with such defense will be borne by the Indemnitor. In any case, the Indemnitor and Indemnitee shall cooperate and assist each other in such defense, and shall make available to the other all records, documents, employees and information (written or otherwise) relevant to such defense. Prior to paying any claim against which an Indemnitor is, or may be, obligated under this Agreement to indemnify an Indemnitee, the Indemnitee must first supply the Indemnitor with a copy of a final court judgment or decree, or evidence of assessment of Taxes or a similar final action by a Taxing authority, holding the Indemnitee liable on such claim or failing such judgment or decree, must first receive the written approval of the terms and conditions of such settlement from the Indemnitor which consent shall not be unreasonably withheld. The Indemnitor’s consent shall not be required for settlements (a) which consist principally of equitable remedies in respect of the Indemnitee or resolution its business, or (including reasonable legal feesb) that result in payments by the Indemnitee which, taken with other professionals’ and experts’ fees and court then existing claims under this Article IX, would not be subject to indemnification hereunder. An Indemnitor or arbitration costs) Indemnitee shall be included in have the Indemnifiable Damages authority to settle or compromise any claim for which Acquiror may seek indemnification it has assumed or conducted the defense pursuant to a claim made hereunder)this Section 9.5; provided, however, that Acquiror an Indemnitor shall not settle or resolve compromise any such claim if such settlement or compromise would result in an order, injunction or other equitable remedy in respect of the Indemnitee, or would otherwise have a direct effect upon Indemnitee’s continuing operations, or would result in liabilities which, taken together with other existing claims under this Article IX, would not be fully indemnified hereunder; in each case, without the prior written consent of the Shareholders’ AgentIndemnitee, which consent shall will not be unreasonably withheld, conditioned . Notwithstanding the foregoing or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect anything else to the third-party claim to contrary in this Article IX or elsewhere in this Agreement, Seller shall have the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person right, in Seller’s sole and shall be entitled, at its expenseabsolute discretion, to participate in, but not to determine or conduct, settle and compromise (on whatever terms Seller may elect) any defense of the third-party claim or settlement negotiations with respect action to the third-party claim. Howeverwhich this Article IX applies, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any so long as such settlement or resolution, or if the Shareholders’ Agent shall have been determined by compromise includes a final non-appealable court order release in favor of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages Purchaser with respect to such settlement liability from the third party asserting the claim and/or action. An Indemnitee shall have the right to employ its own counsel in any case, but the fees and expenses of such counsel shall be at the expense of the Indemnitee, unless (x) the employment of such counsel shall have been authorized in writing by the Indemnitor in connection with the defense of such action or resolution provided claim, (y) the Indemnitor shall not have assumed the defense, or shall be barred from assuming the defense, of such recovery is otherwise action or claim pursuant to this Section 9.5, or (z) 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 reasonable fees and expenses of counsel for the Indemnitee shall be borne by the Indemnitor, in accordance with the terms and provisions of this Article IXfollowing paragraph.

Third Party Claims. If 8.5.1 The following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the Acquiror party seeking indemnification hereunder (hereinafter referred to as the “Indemnitee”) of notice of the commencement of any (i) Tax audit or proceeding for the assessment of Tax by any Taxing Authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (ii) any action or the assertion of any Claim, liability or obligation by a third party (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the “Indemnitor”) is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee shall, if a Claim thereon is subject to Indemnifiable Damages be, or has otherwise properly delivered may be, made against the Indemnitor, notify the Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such Claim, process and all legal pleadings. The Indemnitor shall have the right to (i) participate in the defense of such action with counsel of reputable standing and (ii) assume the defense of such action by agreeing to assume such defense within ten (10) days of transmittal in writing of the notice of the Claim by the Indemnitee, unless such Claim (A) may result in criminal proceedings, injunctions or other equitable remedies in respect of the Indemnitee or its business; (B) may result in liabilities which, taken with other then existing Claims under this Section 8, would not be fully indemnified hereunder; (C) may have a Material Adverse Effect on the business or financial condition of the Indemnitee after the Closing Date (including an Officer’s Certificate effect on the Tax liabilities, earnings or ongoing business relationships of the Indemnitee); (D) is for an alleged amount of less than $25,000; (E) upon petition by the Indemnitee, if an appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such Claim, in which events the Indemnitee shall assume the defense; or (F) is with respect to Taxes, in which case Seller Companies shall have the right to assume the defense or settlement of such third-party Claim only if it solely relates to (i) Taxes with respect to the Shareholders’ Agent in accordance with Section 9.5 hereof income or operations of the Business or the ownership of the Acquired Assets for a taxable year or other taxable period ending on or before the Closing Date or (ii) Taxes imposed upon Seller Companies and Parent. Notwithstanding the immediately preceding sentence, with respect to a third third-party claimClaim for Taxes, Acquiror neither Seller Companies nor Parent shall have the right in its sole discretion consent to conduct the defense entry of and to settle any judgment or resolve enter into any settlement (or otherwise compromise) of such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim Claim without the prior written consent of the Shareholders’ AgentPurchaser, which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX.

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "indemnitor") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against the indemnitor, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The indemnitor shall have the right to settle assume the defense of such action unless such action (i) may result in injunctions or resolve any such claim other equitable remedies in respect of the indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this Article XI, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the costs indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such indemnitee in connection with such defenseobligation or liability subject to this Article XI. Prior to paying or settling any Claim against which an indemnitor is, settlement or resolution (including reasonable legal feesmay be, other professionals’ and experts’ fees and obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or arbitration costs) shall be included in decree holding the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve indemnitee liable on such claim without or failing such judgment or decree, and must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have the right to settle any Claim against it, subject to the prior written consent approval of the Shareholders’ Agentindemnitee, which consent approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own counsel in any case, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices but the fees and communications with respect to the third-party claim to the extent that receipt expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense the expense of the third-party claim or settlement negotiations with respect to indemnitee unless (a) the third-party claim. However, except with the prior written consent employment of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent counsel shall have been determined authorized in writing by a final non-appealable court order the indemnitor in connection with the defense of a court such action or Claim, (b) the indemnitor shall not have employed, or is prohibited under this Section 11.4 from employing, counsel in the defense of competent jurisdiction to have unreasonably withheldsuch action or Claim, conditioned or delayed its consent to any (c) such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder 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 power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf which events such fees and expenses of any Indemnified Person against the applicable Escrow Fund not more than one additional counsel for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with indemnified parties shall be borne by the terms and provisions of this Article IXindemnitor.

Third Party Claims. An Indemnitee (Buyer or Borough) shall give the indemnitor notice of any matter which an Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement (an “Indemnified Claim”) within sixty (60) days of such determination, stating the amount of the Losses, if known, the method of computation thereof, and containing a reference to the provisions of this Agreement from which such right of indemnification is claimed or arises. If the Acquiror is subject indemnitor acknowledges in writing that its obligation to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate indemnify the Indemnitee hereunder against any Losses that may result from such Indemnified Claim, then the indemnitor shall be entitled to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror shall have the right in its sole discretion to conduct assume and control the defense of such Indemnified Claim at its expense and through counsel of its choice if it gives notice of its intention to settle or resolve do so to the Indemnitee within five (5) days of the receipt of such notice from the Indemnitee. In the event the indemnitor exercises the right to undertake any such claim (defense against any such Indemnified Claim as provided above, the Indemnitee shall cooperate with the indemnitor in such defense and make available to the costs indemnitor, at the indemnitor’s expense, all witnesses, pertinent records, materials and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included information in the Indemnifiable Damages for which Acquiror Indemnitee’s possession or under the Indemnitee's control relating thereto as is reasonably required by the indemnitor. Similarly, in the event the Indemnitee is, directly or indirectly, conducting the defense against any such Indemnified Claim, the indemnitor shall cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the indemnitor’s expense, all such witnesses, records, materials and information in the indemnitor’s possession or under the indemnitor's control relating thereto as is reasonably required by the Indemnitee. No such Indemnified Claim may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim be settled by the indemnitor without the prior written consent of the Shareholders’ Agent, Indemnitee which consent shall not be unreasonably withheld. If the indemnitor fails to acknowledge its indemnity obligation within the time period provided above then the Indemnitee may undertake its own defense without waiving its right to seek indemnity hereunder, conditioned or delayed. The Shareholders’ Agent shall receive copies including reimbursement of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXcosts incurred.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages event Acquirer becomes aware of a third-party claim which Acquirer in good faith believes may result in a claim for indemnification under this Article 8 by or has otherwise properly delivered on behalf of an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claimIndemnified Person, Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror Acquirer in connection with such defense, settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror Acquirer may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror . Parent shall not settle or resolve such claim without have the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ AgentParent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent Parent shall have objected within [***] 15 days after a written request for such consent by AcquirorAcquirer, no settlement or resolution by Acquiror Acquirer of any claim that gives rise to a claim against such applicable the Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent Parent has consented to any such settlement or resolution, or if the Shareholders’ Agent Parent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall not have any power or authority to object under Section 9.6 8.5 or any other provision of this Article IX 8 to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund or otherwise for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. If (a) Subject to paragraph (b) below, in the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a case of any third party claim, Acquiror action or suit as to which indemnification is sought by an Indemnitee, the Indemnitor shall have 15 business days after receipt of the notice referred to in Section 9.4 to notify the Indemnitee that it elects to conduct and control such claim, action or suit. If the Indemnitor does not give the foregoing notice, the Indemnitee shall have the right in its sole discretion to conduct the defense of and to defend, contest, settle or resolve any compromise such claim (action or suit in the exercise of its exclusive but reasonable discretion, and the costs and expenses incurred by Acquiror in connection with such defenseIndemnitor shall, settlement or resolution (including reasonable legal feesupon request from any Indemnitee, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating promptly pay to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise Indemnitee in accordance with the other terms and provisions of this Article IX9 the amount of any Damages. If the Indemnitor gives the foregoing notice, the Indemnitor shall have the right to undertake, conduct and control, through counsel of its own choosing and at the sole expense of the Indemnitor, the conduct and settlement of such action or suit, and the Indemnitee shall cooperate with the Indemnitor in connection therewith; provided, that (x) the Indemnitor shall permit the Indemnitee to participate in such conduct or settlement through counsel chosen by the Indemnitee, but the fees and expenses of such counsel shall be borne by the Indemnitee and (y) the Indemnitor shall agree promptly to reimburse the Indemnitee for the full amount of any Damages resulting from such action or suit, except fees and expenses of counsel for the Indemnitee incurred after the assumption of the conduct and control of such action or suit by the Indemnitor and (z) the Indemnitor may not settle any such action or suit if the Indemnitor would not be fully liable for all Damages resulting from such action or suit. So long as the Indemnitor is contesting any such action or suit in good faith, the Indemnitee shall not pay or settle any such action or suit or make any statement or take any action that would prejudice the right or ability of the Indemnitor to defend or settle such action or suit or that would effect the amount of Damages relating thereto.

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "INDEMNITEE") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which assessment, imposition, Claim, liability or obligation any other party to this Agreement (hereinafter the "INDEMNITOR") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a claim thereon is to be, or may be, made against the indemnitor, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in its sole discretion to conduct the defense of such action with counsel of reputable standing. The indemnitor shall have the right to assume and control the defense of such action unless such action if adversely determined (i) may if adversely determined result in injunctions or other equitable remedies in respect of the indemnitee or its business; (ii) may if adversely determined result in liabilities which, taken with other then existing claims under this ARTICLE VI, would not be fully indemnified hereunder (as determined without reference to settle the $300,000 "deductible" described below); or resolve any such claim (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee), other than as a result of the payment of money damages. The indemnitor and the costs indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. Subject to the immediately following paragraph, if the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses, subject to the last paragraph of this Section 6.4) incurred by Acquiror such indemnitee in connection with such defenseobligation or liability subject to this ARTICLE VI. Prior to paying or settling any Claim against which an indemnitor is, settlement or resolution (including reasonable legal feesmay be, other professionals’ and experts’ fees and obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or arbitration costs) shall be included decree holding the indemnitee liable on such claim or, in the Indemnifiable Damages case of a settlement, the indemnitee must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have the right to settle any Claim for which Acquiror may seek indemnification pursuant it is or would be liable to a claim made the indemnitee hereunder); provided, however, that Acquiror shall but not settle or resolve such claim without until and subject to and in accordance with the prior written consent approval of the Shareholders’ Agentindemnitee, which consent approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own counsel and participate in any case, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices but the fees and communications with respect to the third-party claim to the extent that receipt expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense the expense of the third-party claim or settlement negotiations with respect to indemnitee unless (a) the third-party claim. However, except with the prior written consent employment of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent counsel shall have been determined authorized in writing by a final non-appealable court order the indemnitor in connection with the defense of a court of competent jurisdiction such action or Claim, (b) the indemnitor shall not have employed counsel in the defense of, or the indemnitor does not have the right under this SECTION 6.4 to have unreasonably withheldassume the defense of, conditioned such action or delayed its consent to any Claim, or (c) such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder 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 power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf which events such fees and expenses of any Indemnified Person against the applicable Escrow Fund not more than one additional counsel for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with indemnified parties shall be borne by the terms and provisions of this Article IXindemnitor.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages event Acquirer becomes aware of a third-party claim which Acquirer in good faith believes may result in an indemnity claim by or has otherwise properly delivered on behalf of an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claimIndemnified Person, Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror Acquirer in connection with such defense, settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror Acquirer may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The ShareholdersStockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the ShareholdersStockholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the ShareholdersStockholders’ Agent shall have objected within [***] 30 days after a written request for such consent by AcquirorAcquirer, no settlement or resolution by Acquiror Acquirer of any claim that gives rise to a indemnity claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the ShareholdersStockholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the ShareholdersStockholders’ Agent nor any Closing Company Shareholder Converting Holder shall have any power or authority to object under Section 9.6 8.4 or any other provision of this Article IX ARTICLE 8 to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund Holdback Amount for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. In order for a party (the “indemnitee”) to be entitled to any indemnification provided for under this Agreement with respect to, arising out of or involving a claim or demand made by any Person against the indemnitee (a “Third-Party Claim”), such indemnitee must promptly deliver a notice in writing of the Third-Party Claim (a “Notice of Claim”) to the party from whom indemnification hereunder is sought (the “indemnitor”). Such Notice of Claim shall state in reasonable detail the amount or estimated amount of such claim (to the extent known) and shall identify the specific basis (or bases) for such claim, including the representations, warranties, covenants or obligations in this Agreement alleged to have been breached. Failure to give such prompt notification shall not affect the indemnification provided hereunder, except and only to the extent the indemnitor shall have been actually prejudiced as a result of such failure. Thereafter, upon request by the indemnitor, the indemnitee shall deliver to the indemnitor, without undue delay, copies of all notices and documents (including court papers received by the indemnitee) relating to the Third-Party Claim so long as any such disclosure could not reasonably be expected to have an adverse effect on the attorney-client or any other privilege that may be available to the indemnitee in connection therewith. Within ten (10) Business Days of receiving a Notice of Claim, the indemnitor may elect to assume and control the defense of the Third-Party Claim set forth therein, with counsel selected by the indemnitor, by providing written notice thereof to the indemnitee and acknowledging in such notice the indemnitor’s indemnification obligations toward the indemnitee in respect of such Third-Party Claim. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent indemnitor assumes such defense in accordance with Section 9.5 hereof with respect to a third party claimthe preceding sentence, Acquiror the indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its sole discretion own expense, separate from the counsel employed by the indemnitor, it being understood that the indemnitor shall control such defense; provided, that the indemnitee shall be entitled, at the indemnitor’s expense, to conduct retain one firm of separate counsel of its choosing (along with any required local counsel) if (a) the indemnitor and indemnitee so mutually agree, (b) the indemnitor fails to retain counsel reasonably satisfactory to the indemnitee within ten (10) Business Days of receiving the applicable Notice of Claim, (c) the indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnitor or (d) the named parties in any such proceeding (including any impleaded parties) include both the indemnitor and indemnitee and representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between them. If the indemnitor does not assume the defense of a Third-Party Claim in accordance with this paragraph within ten (10) Business Days after delivery of the applicable Notice of Claim, the indemnitee against which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to the indemnitor) have the right to undertake the defense, compromise and settlement of such Third-Party Claim (subject to settle or resolve any such claim (the following paragraph), and the costs indemnitor shall be liable for any resulting settlement of such Third-Party Claim and expenses incurred by Acquiror for any final judgment with respect thereto, subject in connection all cases to the limitations and other defenses that the indemnitor has or may have hereunder. In the event the indemnitor assumes the defense of the Third-Party Claim in accordance with this paragraph, the indemnitor shall keep the indemnitee reasonably informed of the progress of any such defense, settlement compromise or resolution (including reasonable legal feessettlement, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for event that indemnitee assumes the defense of the claim in good faith, the indemnitee shall keep the indemnitor reasonably informed of the progress of any such defense, compromise or settlement. If the indemnitor so assumes the defense of any Third-Party Claim in accordance with this paragraph, all of the indemnified parties shall reasonably cooperate with the indemnitor in the defense or prosecution thereof. Such cooperation shall include, at the expense of the indemnitor, the retention and (upon the indemnitor’s request) the provision to the indemnitor of records and information which Acquiror may seek indemnification pursuant are reasonably relevant to such Third-Party Claim, and making employees available on a claim made mutually convenient basis to provide additional information and explanation of any material provided hereunder); provided, however, that Acquiror . The indemnitee shall not settle settle, compromise or resolve discharge such claim Third-Party Claim without the indemnitor’s prior written consent of the Shareholders’ Agent, (which consent shall not be unreasonably withheld, conditioned or delayed). The Shareholders’ Agent indemnitor shall receive copies of all pleadingsnot, notices and communications with respect to without the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed delayed), enter into any settlement, compromise or discharge or consent to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror entry of any claim that gives rise to a claim against such applicable Escrow Fund judgment which imposes any obligation or restriction upon the indemnitee or does not include as an unconditional term thereof the giving by each claimant or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating plaintiff to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order indemnitee of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages release from all liability with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXThird-Party Claim.

Third Party Claims. If (a) Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the “Indemnitee”) of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a Tax liability or obligation, or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the “Indemnitor”) is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a Claim thereon is to be, or may be, made against the Indemnitor, notify the Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such Claim, process and all legal pleadings. The Indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The Indemnitor shall have the right to settle assume the defense of such action unless such action (i) may result in injunctions or resolve any such claim other equitable remedies in respect of the Indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this Article XIII, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the Indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the Indemnitee). The Indemnitor and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) Indemnitee shall be included cooperate in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt defense of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matterClaims. In the event case that the Shareholders’ Agent has consented Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to any the Indemnitor all relevant records and take such settlement other action and sign such documents as are necessary to defend such audit, assessment or resolution, or if the Shareholders’ Agent shall have been determined by other proceeding in a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXtimely manner.

Third Party Claims. In the case of any third party Proceeding as to which indemnification is sought by an Indemnitee, the Indemnitor shall have 20 Business Days after receipt of a Claim Notice to notify the Indemnitee that it elects to conduct and control such Proceeding. If the Acquiror Indemnitor elects to conduct and control such Proceeding, the Indemnitor shall agree promptly to reimburse the Indemnitee for the full amount of any Damages resulting from such Proceeding, except fees and expenses of counsel for the Indemnitee incurred after the assumption of the conduct and control of such Proceeding by the Indemnitor. If the Indemnitor does not give the foregoing notice, or if the Indemnitor gives such notice but fails to prosecute vigorously and diligently or settle such Proceeding, the Indemnitee shall have the right, at the sole expense of the Indemnitor, to defend, conduct, control and settle such Proceeding, and the Indemnitor shall cooperate with the Indemnitee in connection therewith, provided, that (x) the Indemnitee shall permit the Indemnitor to participate in such conduct or settlement through counsel chosen by the Indemnitor, but the fees and expenses of such counsel shall be borne by the Indemnitor, and (y) the Indemnitee may not compromise or settle such Proceeding without the consent of the Indemnitor (which consent will not be unreasonably withheld or delayed), unless (i) the sole relief provided is subject to Indemnifiable Damages or has otherwise properly delivered monetary Damages, and (ii) such settlement includes an Officer’s Certificate to unconditional release in favor of the Shareholders’ Agent in accordance with Section 9.5 hereof Indemnitor by the third-party claimant from all liability with respect to a third party claim, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror other than liability for payment of any amounts in connection with such defensesettlement). If the Indemnitor gives the foregoing notice, subject to the first and second sentences of this Section 8.5, the Indemnitor shall have the right, at the sole expense of the Indemnitor, to defend, conduct, control and settle such Proceeding by all appropriate proceedings (which proceedings will be vigorously and diligently prosecuted by the Indemnitor to a final conclusion or settlement), with counsel reasonably acceptable to the Indemnitee, and the Indemnitee shall cooperate with the Indemnitor in connection therewith, provided, that (x) the Indemnitor shall permit the Indemnitee to participate in such conduct or settlement or resolution (including reasonable legal feesthrough counsel chosen by the Indemnitee, other professionals’ and experts’ but the fees and court or arbitration costs) expenses of such counsel shall be included in borne by the Indemnifiable Damages for which Acquiror Indemnitee, and (y) the Indemnitor may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not compromise or settle or resolve any such claim Proceeding without the prior written consent of the Shareholders’ Agent, Indemnitee (which consent shall will not be unreasonably withheld, conditioned withheld or delayed. The Shareholders’ Agent ) unless (i) there is no finding or admission of any violation of Law by the Indemnitee or any violation by the Indemnitee of the rights of any Person, (ii) the sole relief provided is money Damages that are paid in full by the Indemnitor, (iii) the Indemnitee shall receive copies of all pleadings, notices and communications have no liability with respect to any compromise or settlement and (iv) such settlement includes an unconditional release in favor of the Indemnitee by the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages claimant from all liability with respect to such settlement claim. In the case of any third party Proceeding as to which indemnification is sought by the Indemnitee which involves a claim for Damages other than solely for money Damages which could have a continuing effect on the business of the Indemnitee, the Indemnitee and the Indemnitor shall jointly control the conduct of such Proceeding. The parties hereto shall use their commercially reasonable efforts to minimize any Damages from claims by third parties and shall act in good faith in responding to, defending against, settling or resolution provided otherwise dealing with such recovery is otherwise in accordance with the terms and provisions of claims, notwithstanding any dispute as to liability under this Article IX.VIII

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification pursuant to this Article IX relating to or arising out of claims, actions by Governmental Authorities or other third parties. Promptly after receipt by the party seeking indemnification hereunder (hereinafter the “Indemnitee”) of notice of the commencement of any (a) Tax audit or proceeding for the assessment of any Tax by any Taxing Authority or any other proceeding likely to result in the imposition of a liability or obligation for Taxes or (b) any action or the assertion of any claim, liability or obligation by a Governmental Authority or a third party (whether by legal process or otherwise), against which claim, Acquiror liability or obligation a party under this Article IX (hereinafter the “Indemnitor”) that is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a claim thereon is to be, or may be, made against the Indemnitor pursuant to this Article IX, promptly notify the Indemnitor in writing of the commencement or assertion thereof, including the amount and specific factual and legal basis for such claim, and give the Indemnitor a copy of such claim, process and all legal pleadings and other written evidence thereof. The Indemnitor shall have, in all instances, the right to participate in the defense of such action with counsel of reputable standing. The Indemnitor shall have the right in its sole discretion to conduct assume the defense of such action unless such action (a) may result in orders or mandatory injunctions materially impacting the Indemnitee’s on-going operation of the business or (b) may result in liabilities which, taken with other then-existing claims under this Article IX, would not be fully indemnified hereunder. The Indemnitor shall have twenty (20) days, after receipt of notice of such claim, process, legal proceeding and other written notice, to settle assume the defense thereof. If the Indemnitor does assume such defense, it will, within such twenty (20) days, so notify the Indemnitee. If the Indemnitor does not assume such defense and so notifies the Indemnitee, or resolve any if the Indemnitor is barred from assuming such claim (defense pursuant to this Section 9.5, then the Indemnitee shall have the right to assume such defense, subject to the participation of the Indemnitor, as provided in this Section 9.5, and the costs Indemnitee’s fees and expenses incurred by Acquiror (including reasonable fees and expenses of counsel) in connection with such defense will be borne by the Indemnitor. In any case, the Indemnitor and Indemnitee shall cooperate and assist each other in such defense, and shall make available to the other all records, documents, employees and information (written or otherwise) relevant to such defense. Prior to paying any claim against which an Indemnitor is, or may be, obligated under this Agreement to indemnify an Indemnitee, the Indemnitee must first supply the Indemnitor with a copy of a final court judgment or decree, or evidence of assessment of Taxes or a similar final action by a Taxing authority, holding the Indemnitee liable on such claim or failing such judgment or decree, must first receive the written approval of the terms and conditions of such settlement from the Indemnitor which consent shall not be unreasonably withheld. The Indemnitor’s consent shall not be required for settlements (a) which consist principally of equitable remedies in respect of the Indemnitee or resolution its business, or (including reasonable legal feesb) that result in payments by the Indemnitee which, taken with other professionals’ and experts’ fees and court then existing claims under this Article IX, would not be subject to indemnification hereunder. An Indemnitor or arbitration costs) Indemnitee shall be included in have the Indemnifiable Damages authority to settle or compromise any claim for which Acquiror may seek indemnification it has assumed or conducted the defense pursuant to a claim made hereunder)this Section 9.5; provided, however, that Acquiror an Indemnitor shall not settle or resolve compromise any such claim if such settlement or compromise would result in an order, injunction or other equitable remedy in respect of the Indemnitee, or would otherwise have a direct effect upon Indemnitee’s continuing operations, or would result in liabilities which, taken together with other existing claims under this Article IX, would not be fully indemnified hereunder; in each case, without the prior written consent of the Shareholders’ AgentIndemnitee, which consent shall will not be unreasonably withheld, conditioned . Notwithstanding the foregoing or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect anything else to the third-party contrary in this Article IX or elsewhere in this Agreement, Seller shall have the right, in its sole and absolute discretion, to settle and compromise (on whatever terms it may elect) any claim or action to which this Article IX applies to the extent that receipt of such documents does not affect any privilege relating claim or action relates to any Indemnified Person and shall be entitledExcluded Liability, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any so long as such settlement or resolution, or if the Shareholders’ Agent shall have been determined by compromise includes a final non-appealable court order release in favor of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages Purchaser with respect to such settlement Excluded Liability from the third party asserting the claim and/or action. An Indemnitee shall have the right to employ its own counsel in any case, but the fees and expenses of such counsel shall be at the expense of the Indemnitee, unless (x) the employment of such counsel shall have been authorized in writing by the Indemnitor in connection with the defense of such action or resolution provided claim, (y) the Indemnitor shall not have assumed the defense, or shall be barred from assuming the defense, of such recovery is otherwise action or claim pursuant to this Section 9.5, or (z) 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 reasonable fees and expenses of counsel for the Indemnitee shall be borne by the Indemnitor, in accordance with the terms and provisions of this Article IXfollowing paragraph.

Third Party Claims. If The party to this Agreement entitled to indemnification under this Section 10 (hereinafter for purposes of this Section 10 referred to as “Indemnitee”) shall notify the Acquiror is subject party required to Indemnifiable Damages indemnify pursuant to this Section 10 (hereinafter for purposes of this Section 10 referred to as “Indemnitor”) within 15 days after the Indemnitee’s receipt of notice from any third party of any claim, demand, suit or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof proceeding with respect to a third party claim, Acquiror shall have which indemnification may be sought under the right in its sole discretion to conduct the defense terms of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayedthis Agreement. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and Indemnitor shall be entitled, at its expense, to participate incontest or otherwise defend against any such claim, but not demand, suit or proceeding through representatives and counsel of its own choice, in which event Indemnitee shall, upon Indemnitor’s request, cooperate in connection with such defense or contest by the preparation and furnishing of evidence and by making employees available to determine testify, at no cost to Indemnitor except for the reimbursement of costs and expenses incurred by Indemnitee in connection therewith. Nothing set forth herein shall preclude Indemnitee from defending such claim, demand, suit or conductproceeding on its own behalf, in which case Indemnitor shall cooperate with Indemnitee to the same extent contemplated by the foregoing sentence. If Indemnitor fails to protest or defend any defense such claim, demand, suit or proceeding within 30 days after receipt of the third-party claim or settlement negotiations with respect to notice specified in the third-party claim. Howeverfirst sentence of this Section 10.5, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent Indemnitee shall have objected within [***] after a written request for the right following such consent by Acquiror30-day period, no settlement at its discretion, to settle, defend or resolution by Acquiror of any claim that gives rise pay the same, in which event Indemnitor’s indemnification shall extend to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of and include the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if payment and/or the Shareholders’ Agent shall have been determined by a final non-appealable court order costs and legal expenses of a court such defense. The failure to notify Indemnitor promptly as set forth above of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement claim, demand, suit or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder proceeding shall have any power or authority not relieve Indemnitor’s liability to object indemnify Indemnitee under this Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX10.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof (a) The following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of any (i) Tax audit or proceeding for the assessment of Tax by any Taxing Authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (ii) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation any other party to this Agreement (hereinafter the "Indemnitor") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee shall, if the Indemnitee desires to make a claim for indemnification against the Indemnitor with respect to such third-party Claim, notify the Indemnitor in writing of the commencement or assertion of such third-party Claim and give the Indemnitor a copy of such Claim, process and all legal pleadings in the possession of the Indemnitee. The Indemnitor shall have the right to (i) participate in its sole discretion to conduct the defense of such action at its expense with counsel of reputable standing and (ii) assume the defense of such action by agreeing to settle assume such defense within 10 days of transmittal of the notice of the Claim by the Indemnitee, in writing unless such Claim (A) may result in criminal proceedings, injunctions or resolve any such claim other equitable remedies in respect of the Indemnitee or its business; (and B) may result in liabilities which, taken with other then existing Claims under this Article 8, would not be fully indemnified hereunder; (C) may have a material adverse effect on the costs and expenses incurred by Acquiror in connection with such defense, settlement business or resolution financial condition of the Indemnitee after the Closing Date (including reasonable legal feesan effect on the Tax liabilities, other professionals’ and experts’ fees and court earnings or arbitration costs) shall be included in ongoing business relationships of the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunderIndemnitee); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request (D) is for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or alleged amount of Indemnifiable Damages relating to such matter. In less than $25,000; or (E) upon petition by the event Indemnitee, if an appropriate court rules that the Shareholders’ Agent has consented Indemnitor failed or is failing to any vigorously prosecute or defend such settlement or resolutionClaim, or if in which events the Shareholders’ Agent Indemnitee shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither assume the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXdefense.

Third Party Claims. If the Acquiror any action is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof brought by a third party against any Indemnitee with respect to a third party claimwhich such Indemnitee is entitled to indemnification hereunder and notice of such action to the Indemnitor has been given pursuant to Section 5.3.1, Acquiror shall the Indemnitor will be entitled to participate therein, and to the extent it may elect by written notice delivered to the Indemnitee within thirty days after receiving the aforesaid notice from such Indemnitee, to assume the defense thereof with counsel reasonably satisfactory to such Indemnitee. Such Indemnitee will cooperate with respect to any such participation or defense. Notwithstanding the foregoing, the Indemnitee will have the right to employ its own counsel in its sole discretion any such case but the fees and expenses of such counsel will be at the expense of such Indemnitee, unless (a) the employment of such counsel at the expense of the Indemnitor shall have been authorized in writing by the Indemnitor, (b) the Indemnitor shall not have employed counsel reasonably satisfactory to conduct such Indemnitee to have charge of the defense of and such action within thirty days after notice of commencement of the action, or (c) such Indemnitee shall have reasonably concluded, based upon written advice of counsel, that there may be defenses available to settle it that are different from or resolve additional to those available to the Indemnitor (in which case the Indemnitor will not have the right to direct the defense of such action on behalf of the Indemnitee with respect to such different defenses), in any of which events such claim (and the costs fees and expenses incurred of one additional counsel will be borne by Acquiror the Indemnitor. Notwithstanding anything in connection with such defensethis Section 5 to the contrary, an Indemnitor will not be liable for any settlement of any claim or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)action effected without its written consent; provided, however, that Acquiror shall such consent is not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld. Upon payment of indemnification by the Indemnitor, conditioned the Indemnitee, if requested in writing by the Indemnitor, will assign to Indemnitor its rights against any applicable account debtor or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim other responsible person to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXindemnification payment.

Third Party Claims. If The indemnifying party shall have the Acquiror is subject right to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate participate in, and, to the Shareholders’ Agent in accordance extent the it so desires, jointly with Section 9.5 hereof with respect any other indemnitor similarly noticed, to a assume the defense of any third party claim, Acquiror shall have demand, action or other proceeding with counsel selected by the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)indemnifying party; provided, however, that Acquiror the indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of the indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between the indemnified party and any other party represented by such counsel in such proceedings. So long as the indemnifying party has received notice of any third party claim, demand, action or proceeding for which any indemnified party intends to claim any Loss or Expense, and within a reasonable period thereafter the indemnifying party has assumed the defense thereof, the indemnity obligations under this Article 6 shall not settle apply to amounts paid in settlement of such third party claim, demand, action or resolve proceeding if such claim settlement is effected without the prior written consent of the Shareholders’ Agentindemnifying party, which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Shareholders’ Agent shall receive copies of all pleadingsindemnifying party may not settle or otherwise consent to an adverse judgment in any such third party claim, notices and communications with respect to demand, action or proceeding action that diminishes the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine rights or conduct, any defense interests of the third-indemnified party claim or settlement negotiations with respect to the third-party claim. However, except with without the prior express written consent of the Shareholders’ Agentindemnified party. The indemnified party, which consent its employees and agents, shall not be unreasonably withheld, conditioned or delayed cooperate reasonably with the indemnifying party and which shall be deemed to have been given unless its legal representatives in the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror investigation of any claim that gives rise to a claim against such applicable Escrow Fund third party claim, demand, action or proceeding covered by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX6.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a Claim by a third party claimis made against an indemnified person hereunder, Acquiror and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such Claims setting forth such Claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is prejudiced by such failure. The indemnifying person shall have thirty (30) days after receipt of such notice to undertake, through counsel of its own choosing, and at its own expense, the right in its sole discretion to conduct the settlement or defense of and to settle or resolve any such claim (thereof, and the costs and expenses incurred by Acquiror indemnified person shall cooperate with it in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)therewith; provided, however, that Acquiror the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a Claim, it shall not settle or resolve such claim Claim without the prior written consent of the Shareholders’ Agentindemnified person, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense a release of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnified person from all Liability with respect to such Claim or (ii) if such settlement involves the imposition of equitable remedies or resolution provided the imposition of any material obligations on such recovery indemnified person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified person shall be borne by such indemnified person unless there exists a material conflict between them as to their respective legal defenses (other than one that is otherwise of a monetary nature), in accordance with which case the terms indemnified person shall be entitled to retain separate counsel, the reasonable fees and provisions expenses of this Article IXwhich shall be reimbursed by the indemnifying person.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a case of any third party claim, Acquiror action or suit as to which indemnification is sought, the indemnifying person shall have the right in its sole discretion at any time to notify the indemnified person that it elects to conduct and control such action or suit. If the defense indemnifying person does not give the foregoing notice and/or until the indemnifying party gives such notice, the indemnified person shall have the right to defend and contest such action or suit in the exercise of its exclusive discretion and to settle or resolve compromise such suit, subject to the provisions of the last sentence of Section 9.5. The indemnifying person shall, upon request from any indemnified person, promptly pay to such claim indemnified person in accordance with the other terms of this Section 9 the amount of any Damages. If the indemnifying person gives the foregoing notice, the indemnifying person shall have the right to undertake, conduct and control, through counsel of its own choosing and at the sole expense of the indemnifying person, the conduct and settlement of such action or suit (and other than a settlement which requires or prohibits any action on the costs and expenses incurred by Acquiror part of, or involves any admission by, the indemnified person, in connection with which event the consent of such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) indemnified person shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); providedrequired, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent but shall not be unreasonably withheld), conditioned and the indemnified person shall cooperate with the indemnifying person in connection with any such action or delayed. The Shareholders’ Agent suit; provided, that (a) the indemnifying person shall receive copies permit the indemnified person to participate in such conduct or settlement through counsel chosen by the indemnified person, but the fees and expenses of all pleadingssuch counsel shall be borne, notices after the indemnifying person has given notice that it elects to conduct and communications with respect control such action or suit, by the indemnified person and (b) the indemnifying person shall agree promptly to the third-party claim reimburse to the extent that receipt required under this Section 9 the indemnified person for the full amount of any Damages resulting from such action or suit, except fees and expenses of counsel for the indemnified person incurred after the assumption of the conduct and control of such documents does not affect action or suit by the indemnifying person. So long as the indemnifying person is contesting any privilege relating to any Indemnified Person and shall be entitledsuch action or suit in good faith, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent indemnified person shall not be unreasonably withheld, conditioned pay or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to settle any such settlement action or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXsuit.

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which assessment, imposition, Claim, liability or obligation the other party to this Agreement (hereinafter the "indemnitor") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against the indemnitor, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in its sole discretion to conduct the defense of such action with counsel of reputable standing. The indemnitor shall have the right to assume and to settle control the defense of such action unless such action if adversely determined (i) may if adversely determined result in injunctions or resolve any such claim other equitable remedies in respect of the indemnitee or its business; (ii) may if adversely determined result in liabilities which, taken with other then existing Claims under this Article XI, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the costs indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such indemnitee in connection with such defenseobligation or liability subject to this Article XI. Prior to paying or settling any Claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or decree holding the indemnitee liable on such claim or failing such judgment or decree, and must first receive the written approval of the terms and conditions of such settlement or resolution (including reasonable legal feesfrom the indemnitor. An indemnitor shall have the right to settle any Claim against it, other professionals’ and experts’ fees and court or arbitration costs) shall be included subject in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant case of any settlement that does not solely require the payment of money to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent approval of the Shareholders’ Agentindemnitee, which consent approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own counsel in any case, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices but the fees and communications with respect to the third-party claim to the extent that receipt expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense the expense of the third-party claim or settlement negotiations with respect to indemnitee unless (a) the third-party claim. However, except with the prior written consent employment of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent counsel shall have been determined authorized in writing by a final non-appealable court order the indemnitor in connection with the defense of a court such action or Claim, (b) the indemnitor shall not have employed, or is prohibited under this Section 11.4 from employing, counsel in the defense of competent jurisdiction to have unreasonably withheldsuch action or Claim, conditioned or delayed its consent to any (c) such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder 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 power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf which events such fees and expenses of any Indemnified Person against the applicable Escrow Fund not more than one additional counsel for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with indemnified parties shall be borne by the terms and provisions of this Article IXindemnitor.

Third Party Claims. If Within ten (10) business days after receipt by a person entitled or claiming to be entitled to indemnification pursuant to this Article VIII (each an, “Indemnitee”) of written notice of the Acquiror is subject to Indemnifiable Damages commencement of any action or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to assertion of any claim, liability or obligation by a third party party, against which claim, Acquiror liability or obligation a person is, or may be, required under this Article VIII to indemnify Indemnitee (“Indemnitor”), Indemnitee will, if a claim thereon is to be made against Indemnitor, notify Indemnitor in writing of the commencement or assertion thereof (the “Claim Notice”) and give Indemnitor a copy of such claim, process and all legal pleadings relating thereto. Indemnitor shall have the right in its sole discretion to contest and conduct the defense of such action with counsel reasonably acceptable to Indemnitee by giving written notice to Indemnitee of its election to do so within ten (10) business days of the receipt of the Claim Notice, and Indemnitee may participate in such defense by counsel of its own choosing at its own expense. If Indemnitee shall be required by final judgment not subject to settle appeal or resolve by a settlement agreement to pay any amount in respect of any obligation or liability against which Indemnitor has agreed to indemnify Indemnitee under this Agreement, such claim (and the costs and amount plus all reasonable expenses incurred by Acquiror such Indemnitee in connection accordance with such defenseobligation or liability (including, settlement or resolution without limitation, reasonable attorneys' fees (including reasonable legal fees, other professionals’ than fees incurred by counsel to Indemnitee employed pursuant to the immediately preceding sentence) and experts’ fees and court or arbitration costscosts of investigation) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant promptly paid by Indemnitor to a claim made hereunder); providedIndemnitee, however, that Acquiror subject to reasonable documentation. Indemnitee shall not settle or resolve such claim compromise any claim, action or proceeding without the prior written consent of the Shareholders’ AgentIndemnitor, which consent shall not be unreasonably withheld. Failure of Indemnitee to give the Claim Notice to Indemnitor within the ten (10) business-day period required hereunder shall not affect Indemnitee's rights to indemnification hereunder, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices except and communications with respect to the third-party claim only to the extent that receipt Indemnitor incurs additional expenses or Indemnitor's defense of such documents does not affect any privilege relating claim is actually prejudiced by reason of such failure to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXgive timely notice.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a claim by a third party claimis made against an indemnified Person hereunder, Acquiror and if such indemnified Person intends to seek indemnity with respect thereto under this Article, such indemnified Person shall promptly notify the indemnifying Person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified Person to give prompt notice as provided herein shall not relieve the indemnifying Person of any of its obligations hereunder, except to the extent that the indemnifying Person is materially prejudiced by such failure. The indemnifying Person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the right in its sole discretion to conduct reasonable approval of such indemnified Person, the settlement or defense of and to settle or resolve any such claim (thereof, and the costs and expenses incurred by Acquiror indemnified Person shall cooperate with it in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)therewith; provided, however, that Acquiror the indemnified Person may participate in such settlement or defense through counsel chosen by such indemnified Person; provided that the fees and expenses of such counsel shall be borne by such indemnified Person. If the indemnifying Person shall assume the defense of a claim, it shall not settle or resolve compromise such claim without the prior written consent of the Shareholders’ Agent, indemnified Person (which consent shall not be unreasonably withheld) unless (i) the indemnifying Person agrees in writing that the indemnified Person is entitled to indemnification in respect of such claim pursuant to this Section 7.1, conditioned (ii) such settlement or delayed. The Shareholders’ Agent shall receive copies compromise includes as an unconditional term thereof the giving by the claimant of a release of the indemnified Person from all pleadings, notices and communications liability with respect to such claim and (iii) such settlement or compromise does not involve the third-imposition of equitable remedies or the imposition of any obligations on such indemnified Person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying Person shall assume the defense of a claim, all fees and expenses of the indemnifying Person's counsel and other costs of defending such claim shall be borne by the indemnifying party; provided that the fees of any separate counsel retained by the indemnified Person shall be borne by such indemnified Person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the extent that indemnified Person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying Person. If the indemnifying Person does not notify the indemnified Person within twenty (20) days after the receipt of such documents does not affect any privilege relating the indemnified Person's notice of a claim of indemnity hereunder that it elects to any Indemnified undertake the defense thereof, the indemnified Person shall have the right to defend the claim and shall be entitled, at its expense, to participate in, but not to determine settle or conduct, any defense of compromise the third-party claim or settlement negotiations with respect to without the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, indemnifying party (which consent shall will not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given ) unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim indemnifying party agrees in writing that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented it is not entitled to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction indemnities pursuant to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under this Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX7.1.

Third Party Claims. If Promptly after receipt by any party (the Acquiror is subject to Indemnifiable Damages “Indemnitee”) of notice of any Claim or has otherwise properly delivered the commencement of any action against it in respect of which indemnity or reimbursement may be sought hereunder (an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof “Assertion”), or any Claim whatsoever with respect to infringement by a party of Intellectual Property Rights of a third party claimwith respect to the Licensor Design, Acquiror Licensor product, Licensee Design or Licensee product, as the case may be, such Indemnitee shall promptly give written notice of the Assertion to the party obligated to provide indemnification pursuant to this Article 9 (the “Indemnitor”). The Indemnitor shall have the right in its sole discretion and the obligation to conduct assume the defense of such Assertion, at its own expense, with counsel chosen by the Indemnitor. Notwithstanding that the Indemnitor shall be obligated to assume the defense of any Assertion, the Indemnitee shall have the right to participate in the investigation and to settle or resolve any defense thereof, with separate counsel chosen by such claim (and Indemnitee, but in such event the costs fees and expenses incurred of such counsel shall be paid by Acquiror in connection with such defenseIndemnitee, settlement or resolution unless: (including reasonable legal fees, other professionals’ and experts’ i) the Indemnitor shall have agreed to pay such fees and court expenses; or arbitration costs(ii) the Indemnitor shall be included have failed to assume the defense of such Assertion. Notwithstanding anything to the contrary in this Article 9, the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); providedIndemnitor shall not, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, such Indemnitee (which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Shareholders’ Agent shall receive copies ), settle or compromise any action in any manner that materially and adversely affects such Indemnitee, other than as a result of all pleadingsmoney damages or other money judgments, notices and communications with respect to provided, however, that the third-party claim to Indemnitor may, without the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ AgentIndemnitee, settle or compromise any action or consent to the entering of any judgment which consent shall is for money damages only so long as the Indemnitor pays such money damages, and includes as an unconditional term thereof the delivery by the claimant or plaintiff to such Indemnitee of a duly executed written release of such Indemnitee from all liability in respect of such Assertion. The obligation of each Indemnitor under this Article 9 is conditioned on the Indemnitee’s agreement that if the Licensor Design, Licensor product, Licensee Design or Licensee product, or the use or operation thereof, becomes, or is likely to become, the subject of a Claim, the Indemnitee will permit Indemnitor, at its option and expense, either to procure the right for the other party to continue using the Intellectual Property or to replace or modify with a mutually acceptable substitute (acceptance not to be unreasonably withheld, conditioned ) having equal or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim superior functional capability so that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final it becomes non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXinfringing.

Third Party Claims. If A party entitled to indemnification hereunder shall herein be referred to as an "INDEMNITEE." A party obligated to indemnify an Indemnitee hereunder shall herein be referred to as an "INDEMNITOR." Within ten business days after an Indemnitee receives notice of any third party claim or the Acquiror commencement of any action by any third party which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall, if a claim in respect thereof is subject to Indemnifiable Damages be made against an Indemnitor under this Section 7, notify such Indemnitor in writing in reasonable detail of such claim or has otherwise properly delivered an Officer’s Certificate 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. Upon receipt of such notice, the Indemnitor shall be entitled to participate in such claim or action, to assume the defense thereof with counsel reasonably satisfactory to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claimIndemnitee, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any compromise such claim (and or action, PROVIDED that if the costs and expenses incurred Indemnitee has elected to be represented by Acquiror in connection with separate counsel pursuant to the proviso to the following sentence, such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) compromise shall be included in effected only with the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ AgentIndemnitee, which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Shareholders’ Agent After notice to the Indemnitee of the Indemnitor's election to assume the defense of such claim or action, the Indemnitor shall receive copies not be liable to the Indemnitee under this Section 7 for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of all pleadingsinvestigation, notices PROVIDED that the Indemnitee shall have the right to employ counsel to represent it if either (x) such claim or action involves remedies other than monetary damages and communications such remedies, in the Indemnitee's reasonable judgment, could have a Material Adverse Effect or a material adverse effect on such Indemnitee or (y) the Indemnitee may have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnitor, and in any such event the fees and expenses of such separate counsel shall be paid by the Indemnitee. If the Indemnitor does not elect to assume the defense of such claim or action within 45 days of the Indemnitee's delivery to notice of such a claim or action, the Indemnitee shall be entitled to assume the defense thereof. 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, the Indemnitee shall act reasonably and in accordance with its good faith business judgment with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person defense, and shall be entitled, at its expense, to participate in, but not to determine settle or conduct, compromise any defense of the third-party such claim or settlement negotiations with respect to action without the third-party claim. However, except with the prior written consent of the Shareholders’ AgentIndemnitor, which consent shall not be unreasonably withheldwithheld or delayed. The parties hereto agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such claim or action, conditioned including making employees available on a mutually convenient basis to provide additional information and explanation of any relevant materials or delayed and to testify at any proceedings relating to such claim or action. This Section 7.2.3 shall not apply with respect to Tax matters, which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent governed solely by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX7.3.

Third Party Claims. If any legal proceedings are instituted or any claim is asserted by any third party in respect of which the Seller Indemnified Parties on the one hand, or the Purchaser Indemnified Parties on the other hand, may be entitled to indemnity hereunder, the party asserting such right to indemnity shall promptly give the party from whom indemnity is sought written notice thereof. A delay in giving notice shall only relieve the recipient of Liability to the extent the recipient suffers actual prejudice because of the delay. The party from whom indemnity is sought shall have the right, at its option and expense, to participate in the defense of such a proceeding or claim, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the party asserting such right to indemnity, unless the proceeding or claim involves only money damages (not an injunction or other equitable relief) and unless the party from whom indemnity is sought: (a) irrevocably acknowledges in writing complete responsibility for the claim and agrees to indemnify the party asserting such right to indemnity, and (b) furnishes satisfactory evidence of the financial ability to indemnify the party asserting such right to indemnity, in which case the party from whom indemnity is sought may assume such control through counsel of its choice and at its expense, but the party asserting such right to indemnity shall continue to have the right to be represented, at its own expense, by counsel of its choice in connection with the defense of such a proceeding or claim. If the Acquiror party from whom indemnity is sought does not assume control of the defense of such a proceeding or claim, the entire defense of the proceeding or claim by the party asserting such right to indemnity shall be vigorously pursued, and any settlement or resolution of the proceeding or claim by the party asserting such right to indemnity shall be subject to Indemnifiable Damages the prior consent of the party from whom indemnity is sought. Any settlement or has otherwise properly delivered an Officer’s Certificate resolution by the party asserting such right to the Shareholders’ Agent indemnity made in accordance with Section 9.5 the terms hereof and any judgment entered in the proceeding or claim shall be binding on the party from whom indemnity is sought as fully as though it alone had assumed the defense thereof, except that the right of the party from whom indemnity is sought to contest the right of the other to indemnification under this Agreement with respect to a third the proceeding or claim shall not be extinguished. If the party claim, Acquiror shall have the right in its sole discretion to conduct from whom indemnity is sought does assume control of the defense of and to settle such a proceeding or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defenseclaim, settlement or resolution (including reasonable legal feesit will not, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agentparty asserting such right to indemnity, which consent shall not be unreasonably withheld, conditioned settle the proceeding or delayedclaim or consent to entry of any judgment relating thereto which does not include, as an unconditional term thereof, the giving by the claimant to the party asserting such right to indemnity a release from all Liability in respect of the proceeding or claim. The Shareholders’ Agent shall receive copies parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of all pleadingsany such proceeding or claim. The Seller Indemnified Parties and the Purchaser Indemnified Parties agree to take reasonable action to mitigate any Liabilities, notices and communications expense, or damages with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXindemnification.

Third Party Claims. If Except as otherwise provided in this ------------------- Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any Taxing Authority or any other proceeding likely to result in the imposition of a third Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third-party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "indemnitor") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against the indemnitor, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The indemnitor shall have the right to settle assume the defense of such action unless such action (i) may result in injunctions or resolve any such claim other equitable remedies in respect of the indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this Article 11, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the costs indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in any amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such indemnitee in connection with such defenseobligation or liability subject to this Article 11. Prior to paying or settling any Claim against which an indemnitor is, settlement or resolution (including reasonable legal feesmay be, other professionals’ and experts’ fees and obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or arbitration costs) shall be included in decree holding the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve indemnitee liable on such claim without or failing such judgment or decree, must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have the right to settle any Claim against it, subject to the prior written consent approval of the Shareholders’ Agentother, which consent approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own counsel in any case, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices but the fees and communications with respect to the third-party claim to the extent that receipt expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense the expense of the third-party claim or settlement negotiations with respect to indemnitee unless (a) the third-party claim. However, except with the prior written consent employment of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent counsel shall have been determined authorized in writing by a final non-appealable court order the indemnitor in connection with the defense of a court such action or Claim, (b) the indemnitor shall not have employed counsel in the defense of competent jurisdiction to have unreasonably withheldsuch action or Claim, conditioned or delayed its consent to any (c) such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder 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 power or authority to object of which events such fees and expenses of not more than one additional counsel for the indemnified parties shall be borne by the indemnitor. Any and all Claims made by Purchaser against Seller for indemnification under Section 9.6 or any other provision of this Article IX 11 may be, but are not required to recovery be, settled by or on behalf of any Indemnified Person against payment from the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXAccount.

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "INDEMNITEE") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which assessment, imposition, Claim, liability or obligation the other party to this Agreement (hereinafter the "INDEMNITOR") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against the indemnitor, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in its sole discretion to conduct the defense of such action with counsel of reputable standing. The indemnitor shall have the right to assume and to settle control the defense of such action unless such action if adversely determined (i) may if adversely determined result in injunctions or resolve any such claim other equitable remedies in respect of the indemnitee or its business; (ii) may if adversely determined result in liabilities which, taken with other then existing Claims under this ARTICLE XI, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the costs indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such indemnitee in connection with such defenseobligation or liability subject to this ARTICLE XI. Prior to paying or settling any Claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or decree holding the indemnitee liable on such claim or failing such judgment or decree, and must first receive the written approval of the terms and conditions of such settlement or resolution (including reasonable legal feesfrom the indemnitor. An indemnitor shall have the right to settle any Claim against it, other professionals’ and experts’ fees and court or arbitration costs) shall be included subject in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant case of any settlement that does not solely require the payment of money to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent approval of the Shareholders’ Agentindemnitee, which consent approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own counsel in any case, conditioned but the fees and expenses of such counsel shall be at the expense of the indemnitee unless (a) the employment of such counsel shall have been authorized in writing by the indemnitor in connection with the defense of such action or delayed. The Shareholders’ Agent Claim, (b) the indemnitor shall receive copies not have employed, or is prohibited under this SECTION 11.4 from employing, counsel in the defense of all pleadingssuch action or Claim, notices and communications with respect or (c) 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 third-party claim to indemnitor, in 38 any of which events such fees and expenses of not more than one additional counsel for the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and indemnified parties shall be entitledborne by the indemnitor. Notwithstanding anything contained in this Article XI, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In in the event that Xxxxxx Xxxxxxxx, LLP determines that, as a result of the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of provisions contained in this Article IX XI, it is unable to recovery by or on behalf of any Indemnified Person against deliver the applicable Escrow Fund for letter referred to in Section 7.6, the Indemnifiable Damages with respect to parties hereto shall promptly amend this Article XI in whatever manner necessary such settlement or resolution provided such recovery is otherwise in accordance with that the terms and provisions of this Article IXXI do not result in Xxxxxx Xxxxxxxx, LLP's inability to deliver the letter referred to in Section 7.6. The parties hereto acknowledge and agree that the remedies set forth in this Article XI shall be the sole remedies available to such parties from any claims arising hereunder.

Third Party Claims. If the Acquiror any legal proceedings are instituted or any claim is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof asserted by any third party with respect to which the Seller Indemnified Parties on the one hand, or the Buyer Indemnified Parties on the other hand, may be entitled to indemnity hereunder, the party asserting such right to indemnity will give the party from whom indemnity is sought written notice thereof, including copies of any legal proceedings or documents associated therewith. A delay in giving notice will only relieve the recipient of liability to the extent the recipient suffers actual prejudice because of the delay. The party from whom indemnity is sought will have the right, at its option and expense, to participate in the defense of such a third party proceeding or claim, Acquiror shall but not to control the defense, negotiation or settlement thereof, which control will (except as hereinafter provided) at all times rest with the party asserting such right to indemnity, unless, and to the extent that the proceeding or claim involves money damages and the party from whom indemnity is sought irrevocably acknowledges in writing complete responsibility for and agrees to indemnify the party asserting such right to indemnity, in which case the party from whom indemnity is sought may assume the control of the monetary damage portion of such defense through counsel of its choice and at its expense, but the party asserting such right to indemnity will continue to have the right to be represented in the monetary aspect of such defense, at its sole discretion to conduct own expense, by counsel of its choice, and in all events will retain control of the defense of a proceeding or claim to the extent that it involves other than monetary damages. If the party from whom indemnity is sought does not assume control of the defense of such a proceeding or claim, the entire defense of the proceeding or claim by the party asserting such right to indemnity, any settlement made by the party asserting such right to indemnity, and any judgment entered in the proceeding or claim will be deemed to settle have been consented to by, and will be binding on, the party from whom indemnity is sought as fully as though it alone had assumed the defense thereof and a judgment had been entered in the proceeding or resolve any claim in the amount of such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal feesjudgment, except that the right of the party from whom indemnity is sought to contest the right of the other professionals’ and experts’ fees and court to indemnification under this Agreement with respect to the proceeding or arbitration costs) shall claim will not be included in extinguished. If the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to party from whom indemnity is sought does assume control of the defense of such a claim made hereunder); providedproceeding or claim, howeverit will not, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agentparty asserting such right to indemnity, settle the proceeding or claim or consent to entry of any judgment relating thereto which consent shall does not be unreasonably withheld, conditioned include as an unconditional term thereof the giving by the claimant to the party asserting such right to indemnity a release from all Liability in respect of the proceeding or delayedclaim and such settlement is solely for monetary damages. The Shareholders’ Agent shall receive copies of all pleadingsparties hereto agree to cooperate fully with each other in connection with the defense, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim negotiation or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise such proceeding or claim, including reasonable and necessary access to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms documents and provisions of this Article IXpersonnel.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages In case of any Claim, suit or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof proceeding by a third party or by any government body, or any legal, administrative or arbitration proceedings with respect to a third party claimwhich Indemnitor may have liability under the indemnity agreement contained in either Section 9.1. or 9.2 as the case may be, Acquiror Indemnitor shall have be entitled to participate therein, and, to the right in its sole discretion extent desired by Indemnitor, to conduct assume the defense thereof at its own expense and through counsel of its own choosing, and after notice from Indemnitor to settle Indemnitee of the election so to assume the defense thereof, Indemnitor will not be liable to Indemnitee for any legal or resolve any such claim (and the costs and other expenses subsequently incurred by Acquiror Indemnitee in connection with such defense, settlement or resolution (including reasonable legal feesthe defense thereof, other professionals’ than reasonable costs of investigation, unless Indemnitor does not actually assume the defense thereof following notice of such election. The parties will render each other such assistance as may reasonably be required of each other in order to insure proper and experts’ fees and court adequate defense of any such suit, Claim or arbitration costs) shall proceeding. Indemnitee will not make any settlement of any suit, Claim or proceeding which might give rise to liability of Indemnitor under the indemnity agreements contained in either Section 9.1 or 9.2 hereof as the case may be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ AgentIndemnitor, which consent shall not be unreasonably withheld. If Indemnitor shall desire and be able to effect, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim a bona fide compromise or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise such suit, Claim, or proceeding and Indemnitee shall unreasonably refuse to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating consent to such matter. In compromise or settlement, then Indemnitor's liability under either Section 9.1 or 9.2 as the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages case may be with respect to such suit, Claim or proceeding shall be limited to the amount so offered in compromise or settlement together with all legal and other expenses which may have been incurred prior to the date on which Indemnitee has refused to consent to such compromise or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXsettlement.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof (a) The following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of any (i) Tax audit or proceeding for the assessment of Tax by any Taxing Authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (ii) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "Indemnitor") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee shall, if a Claim thereon is to be, or may be, made against the Indemnitor, notify the Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such Claim, process and all legal pleadings. The Indemnitor shall have the right to (i) participate in its sole discretion to conduct the defense of such action with counsel of reputable standing and (ii) assume the defense of such action by agreeing to settle assume such defense within 10 days of transmittal of the notice of the Claim by the Indemnitee, in writing unless such Claim (A) may result in criminal proceedings, injunctions or resolve any such claim other equitable remedies in respect of the Indemnitee or its business; (and B) may result in liabilities which, taken with other then existing Claims under this Article 13, would not be fully indemnified hereunder; (C) may have a material adverse effect on the costs and expenses incurred by Acquiror in connection with such defense, settlement business or resolution financial condition of the Indemnitee after the Closing Date (including reasonable legal feesan effect on the Tax liabilities, other professionals’ and experts’ fees and court earnings or arbitration costs) shall be included in ongoing business relationships of the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunderIndemnitee); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request (D) is for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or alleged amount of Indemnifiable Damages relating to such matter. In less than $25,000; or (E) upon petition by the event Indemnitee, if an appropriate court rules that the Shareholders’ Agent has consented Indemnitor failed or is failing to any vigorously prosecute or defend such settlement or resolutionClaim, or if in which events the Shareholders’ Agent Indemnitee shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither assume the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXdefense.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a claim by a third party is made against any of the indemnified parties, and if such indemnified party intends to seek indemnity with respect thereto under this Article Nine, such indemnified party shall promptly notify the indemnifying party of the claim. The indemnifying party shall have thirty (30) days after receipt of the above-mentioned notice to undertake, Acquiror conduct and control, through counsel of its own choosing (subject to the consent of the indemnified party, such consent not to be unreasonably withheld or delayed) and at its expense, the settlement or defense therefor, and the indemnified party shall cooperate with it in connection therewith; provided that: (i) the indemnifying party shall not thereby permit to exist any Lien upon any asset of the indemnified party, (ii) 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 counsel shall be borne by the indemnified party, and (iii) the indemnifying party shall agree promptly to reimburse the indemnified party for the full amount of any loss resulting from such claim and all related expense incurred by the indemnified party. So long as the indemnifying 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 its sole discretion such ***** Confidential portion omitted and filed separately with the Securities and Exchange Commission, requesting confidential treatment. event the indemnified party shall waive any right to conduct indemnity therefor by the indemnifying party. If the indemnifying party does not notify the indemnified party within thirty (30) days after receipt of the indemnified party's notice of a claim of indemnity hereunder that the indemnifying party elects to undertake the defense of and thereof, the indemnified party shall have the right to contest, settle or resolve any such compromise the claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); providedexercise of its exclusive discretion at the expense of the indemnifying party. The indemnified party shall, however, that Acquiror shall not settle notify the indemnifying party of any compromise or resolve settlement of any such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayedclaim. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect Notwithstanding anything to the third-contrary in this Section 9.5, the Allied Parties shall have the right to elect to undertake, conduct and control, through counsel of their choosing, the settlement or defense of any claims asserted by a third party claim that is a customer of an Allied Party or an Acquired Ryder Entity, provided that the Allied Parties will consult with RSI prior to the extent that receipt of settling any such documents does not affect any privilege relating to any Indemnified Person and third party customer claims. Nothing contained in this Section 9.5 shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of construed as a limitation on the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror right of any claim that gives rise party to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object indemnification under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXNine.

Third Party Claims. If a claim by a third party is made against any of the Acquiror is subject indemnified parties, and if any of the indemnified parties intends to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof seek indemnity with respect to such claim under this SECTION 7.10, such indemnified party shall promptly notify the indemnifying party of such claim. The indemnifying party shall have thirty (30) days after receipt of the above-mentioned notice to undertake, conduct and control, through counsel of such party's own choosing (subject to the consent of the indemnified party, such consent not to be unreasonably withheld) and at such party's expense, the settlement or defense of it, and the indemnified party shall cooperate with the indemnifying party in connection with such efforts; provided that: (i) the indemnifying party shall not by this Agreement permit to exist any lien, encumbrance or other adverse charge upon any asset of any indemnified party, (ii) 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 counsel shall be borne by the indemnified party, and (iii) the indemnifying party shall agree promptly to reimburse the indemnified party for the full amount of any loss resulting from such claim and all related expense incurred by the indemnified party pursuant to this Section. So long as the indemnifying party is reasonably contesting any such claim in good faith, the indemnified party shall not pay or settle any such claim. If the indemnifying party does not notify the indemnified party within thirty (30) days after receipt of the indemnified party's notice of a third claim of indemnity under this Section that such party elects to undertake the defense of such claim, Acquiror or does not actively prosecute such defense thereafter, the indemnified party shall have the right in its sole discretion to conduct the defense of and to contest, settle or resolve any such compromise the claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent exercise of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to indemnified party's exclusive discretion at the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense expense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXindemnifying party.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a case of any third party claim, Acquiror action or suit as to which indemnification is sought, the indemnifying person shall have the right in its sole discretion at any time to notify the indemnified person that it elects to conduct and control such action or suit. If the defense indemnifying person does not give the foregoing notice and/or until the indemnifying party gives such notice, the indemnified party shall have the right to defend and contest such action or suit in the exercise of its exclusive discretion and to settle or resolve compromise such suit, subject to the provisions of the last sentence of Section 9.5. The indemnifying person shall, upon request from any indemnified person, promptly pay to such claim indemnified person in accordance with the other terms of this Section 9 the amount of any Damages. If the indemnifying person gives the foregoing notice, the indemnifying person shall have the right to undertake, conduct and control, through counsel of its own choosing and at the sole expense of the indemnifying person, the conduct and settlement of such action or suit (and other than a settlement which requires or prohibits any action on the costs and expenses incurred by Acquiror part of, or involves any admission by, the indemnified person, in connection with which event the consent of such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) indemnified person shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); providedrequired, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent but shall not be unreasonably withheld), conditioned and the indemnified person shall cooperate with the indemnifying person in connection with any such action or delayed. The Shareholders’ Agent suit; provided, that (a) the indemnifying person shall receive copies permit the indemnified person to participate in such conduct or settlement through counsel chosen by the indemnified person, but the fees and expenses of all pleadingssuch counsel shall be borne, notices after the indemnifying person has given notice that it elects to conduct and communications with respect control such action or suit, by the indemnified person and (b) the indemnifying person shall agree promptly to the third-party claim reimburse to the extent that receipt required under this Section 9 the indemnified person for the full amount of any Damages resulting from such action or suit, except fees and expenses of counsel for the indemnified person incurred after the assumption of the conduct and control of such documents does not affect action or suit by the indemnifying person. So long as the indemnifying person is contesting any privilege relating to any Indemnified Person and shall be entitledsuch action or suit in good faith, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent indemnified person shall not be unreasonably withheld, conditioned pay or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to settle any such settlement action or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXsuit.

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "INDEMNITEE") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which assessment, imposition, Claim, liability or obligation any other party to this Agreement (hereinafter the "INDEMNITOR") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against the indemnitor, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in its sole discretion to conduct the defense of such action with counsel of reputable standing. The indemnitor shall have the right to assume and to settle control the defense of such action unless such action if adversely determined (i) may if adversely determined result in injunctions or resolve any such claim other equitable remedies in respect of the indemnitee or its business; (ii) may if adversely determined result in liabilities which, taken with other then existing Claims under this ARTICLE XI, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the costs indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such indemnitee in connection with such defenseobligation or liability subject to this ARTICLE XI. Prior to paying or settling any Claim against which an indemnitor is, settlement or resolution (including reasonable legal feesmay be, other professionals’ obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or decree holding the indemnitee liable on such claim, or failing such judgment or decree and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to case of a claim made hereunder); providedsettlement, however, that Acquiror shall not settle or resolve such claim without the prior indemnitee must first receive the written consent approval of the Shareholders’ Agentterms and conditions of such settlement from the indemnitor, which consent approval shall not be unreasonably withheld, conditioned . An indemnitor shall have the right to settle any Claim for which it is or delayedwould be liable to the indemnitee hereunder. The Shareholders’ Agent indemnitor shall receive copies of all pleadings, notices and communications with respect have the right to settle any Claim for which it is or would be liable to the third-party claim to indemnitee hereunder, without the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense written approval of the third-party claim indemnitee, unless such Claim involves injunctive relief, equitable remedies or settlement negotiations with respect to has some other type of business effect on the third-party claim. Howeverindemnitee, except with in which case the prior written indemnitor shall not concede, settle or compromise any Claim without the consent of the Shareholders’ Agentindemnitee, which consent approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own counsel and participate in any case, conditioned or delayed but the fees and which expenses of such counsel shall be deemed to have been given unless at the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative expense of the existence indemnitee unless (a) the employment of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent counsel shall have been determined authorized in writing by the indemnitor in connection with the defense of such action or Claim, (b) the indemnitor shall not have employed within a final non-appealable court order reasonable time after such counsel should have been employed, or is prohibited under this SECTION 11.5 from employing, counsel in the defense of a court such action or Claim, or the indemnitor does not have the right under this SECTION 11.5 to assume the defense of competent jurisdiction to have unreasonably withheld, conditioned such matter or delayed its consent to any (c) such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder indemnitee shall have reasonably concluded that there may be defenses available to it which conflict with, those available to the indemnitor such that a joint defense is reasonably impracticable, in any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf which events such fees and expenses of any Indemnified Person against the applicable Escrow Fund not more than one additional counsel for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with indemnified parties shall be borne by the terms and provisions of this Article IXindemnitor.

Third Party Claims. If (a) Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of any (i) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a Tax liability or obligation, or (ii) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "Indemnitor") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a Claim thereon is to be, or may be, made against the Indemnitor, notify the Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such Claim, process and all legal pleadings. The Indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The Indemnitor shall have the right to settle assume the defense of such action unless such action (x) may result in injunctions or resolve any such claim other equitable remedies in respect of the Indemnitee or its business, (y) may result in liabilities which, taken with other then existing Claims under this ARTICLE 10, would not be fully indemnified hereunder, or (z) may have an adverse impact on the business or financial condition of the Indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the Indemnitee). The Indemnitor and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) Indemnitee shall be included cooperate in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt defense of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matterClaims. In the event that the Shareholders’ Agent has consented Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to any the Indemnitor all relevant records and sign such settlement documents as are necessary to defend such audit, assessment or resolution, or if the Shareholders’ Agent shall have been determined by other proceeding in a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXtimely manner.

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "INDEMNITEE") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "INDEMNITOR") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against the indemnitor, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The indemnitor shall have the right to settle assume the defense of such action unless such action (i) may result in injunctions or resolve any such claim other equitable remedies in respect of the indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this ARTICLE VII, would not be fully indemnified hereunder; or (iii) may have a Material Adverse Effect on the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the costs indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such indemnitee in connection with such defenseobligation or liability subject to this ARTICLE VII. Prior to paying or settling any Claim against which an indemnitor is, settlement or resolution (including reasonable legal feesmay be, other professionals’ and experts’ fees and obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or arbitration costs) shall be included in decree holding the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve indemnitee liable on such claim without or failing such judgment or decree, and must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have the right to settle any Claim against it, subject to the prior written consent approval of the Shareholders’ Agentindemnitee, which consent approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own counsel in any case, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices but the fees and communications with respect to the third-party claim to the extent that receipt expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense the expense of the third-party claim or settlement negotiations with respect to indemnitee unless (a) the third-party claim. However, except with the prior written consent employment of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent counsel shall have been determined authorized in writing by a final non-appealable court order the indemnitor in connection with the defense of a court such action or Claim, (b) the indemnitor shall not have employed, or is prohibited under this SECTION 7.4 from employing, counsel in the defense of competent jurisdiction to have unreasonably withheldsuch action or Claim, conditioned or delayed its consent to any (c) such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder 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 power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf which events such fees and expenses of any Indemnified Person against the applicable Escrow Fund not more than one additional counsel for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with indemnified parties shall be borne by the terms and provisions of this Article IXindemnitor.

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification pursuant to this ARTICLE X relating to or arising out of Claims, actions or omissions by Authorities, or other third parties. Promptly after receipt by the party seeking indemnification hereunder (hereinafter the "INDEMNITEE") of notice of the commencement of any (a) tax audit or proceeding for the assessment of any Tax or any other proceeding likely to result in the imposition of a liability or obligation for Taxes or (b) any action or the assertion of any Claim, liability or obligation by an Authority or a third party (whether by legal process or otherwise), against which Claim, liability or obligation a party under SECTIONS 10.2 and/or 10.3 (hereinafter the "INDEMNITOR") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a claim thereon is to be, or may be, made against the indemnitor pursuant to this ARTICLE VIII, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such claim, Acquiror process and all legal pleadings and other written evidence thereof. The indemnitor shall have, in all instances, the right to participate in the defense of such action with counsel of reputable standing. The indemnitor shall have the right in its sole discretion to conduct assume the defense of such action unless such action (a) may result in Orders, injunctions or other equitable remedies in respect of the indemnitee or its business; or (b) may result in liabilities which, taken with other then existing claims under this ARTICLE X, would not be fully indemnified hereunder. The indemnitor shall have 10 days, after receipt of notice of such claim, process, legal proceeding and other written notice, to settle assume defense thereof. If the indemnitor does assume such defense, it will, within such 10 days, so notify the indemnitee. If the indemnitor does not assume such defense and so notify the indemnitee, or resolve any if the indemnitor is barred from assuming such claim (defense pursuant to this SECTION 10.5, then the indemnitee shall assume such defense, subject to the participation of the indemnitor, as provided in this SECTION 10.5, and the costs indemnitee's fees and expenses incurred by Acquiror (including fees and expenses of counsel) in connection with such defense will be borne by the indemnitor. In any case, the indemnitor and indemnitee shall cooperate and assist each other in such defense, and shall make available to the other all records, documents and information (written or otherwise) relevant to such defense. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or resolution liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including reasonable legal fees, other professionals’ and experts’ fees and expenses) incurred by such indemnitee in connection with such obligation or liability, subject to this ARTICLE X. Prior to paying any claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or arbitration costs) decree, or evidence of assessment of Taxes or a similar final action by a Taxing Authority, holding the indemnitee liable on such Claim or failing such judgment or decree, must first receive the written approval of the terms and conditions of such settlement from the indemnitor, which approval shall not be included in unreasonably withheld. An indemnitor or indemnitee shall have the Indemnifiable Damages authority to settle or compromise any Claim for which Acquiror may seek indemnification it has assumed or conducted the defense pursuant to a claim made hereunder)this SECTION 10.5; provided, however, provided that Acquiror an indemnitor shall not settle or resolve compromise any such claim Claim if such settlement or compromise would result in an Order, injunction or other equitable remedy materially adversely affecting the indemnitee or its business, or would result in liabilities which, taken together with other existing claims under this ARTICLE X, would not be fully indemnified hereunder; in each case, without the prior written consent of the Shareholders’ Agentindemnitee, which consent shall will not be unreasonably withheld. An indemnitee shall have the right to employ its own counsel in any case, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices but the fees and communications with respect to the third-party claim to the extent that receipt expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense the expense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXindemnitee.

Third Party Claims. If any claim for indemnification by the Acquiror is subject party(ies) seeking indemnification ("Indemnitee") arises out of a third-party claim (i.e., out of a claim made by or an action of a person or entity other than Indemnitee), the party(ies) from whom Indemnitee seeks indemnification ("Indemnitor") may, by written notice to Indemnifiable Damages Indemnitee, undertake to conduct the defense thereof and to take all other steps or has otherwise properly delivered an Officer’s Certificate proceedings to defeat or compromise any such action or claim, including the employment of counsel reasonably satisfactory to Indemnitee; provided that Indemnitor shall reasonably consider the advice of Indemnitee as to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claimdefense or compromise of such actions and claims, Acquiror and Indemnitee shall have the right to participate in its such proceedings (at the sole discretion cost and expense of Indemnitee), but control of such proceedings shall remain exclusively with Indemnitor. Indemnitee shall provide all reasonable cooperation to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror Indemnitor in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ proceedings. Counsel and experts’ fees auditor costs and expenses and court costs and fees of all proceedings with respect to any such action or arbitration costs) claim shall be included in borne by Indemnitor. If any such claim is made hereunder and Indemnitor does not elect to undertake the Indemnifiable Damages for which Acquiror may seek indemnification defense thereof by written notice to Indemnitee, then Indemnitee shall be entitled to control such proceedings and shall be entitled to indemnity with respect thereto pursuant to a claim made hereunder); providedthe terms of this Agreement. If the Indemnitor shall assume the defense of such claim, however, that Acquiror it shall not settle or resolve such claim without unless such settlement includes as an unconditional term thereof the prior written consent giving by the claimant or the plaintiff of a release of the Shareholders’ AgentIndemnitee, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect satisfactory to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledIndemnitee, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages from all liability with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXclaim.

Third Party Claims. In order for a party (the "indemnitee") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of, or involving a claim or demand made by any Person against the indemnitee (a "Third-Party Claim"), such indemnitee must notify the party from whom indemnification hereunder is sought (the "indemnitor") in writing of the Third-Party Claim, within thirty (30) days after such claim or demand is first asserted or the indemnitee receives notice that such claim or demand is reasonably likely to be asserted. Such notice shall state in reasonable detail (to the extent known) the stated amount or stated estimated amount of such claim, and shall identify the specific basis (or bases) for such claim, including the representations, warranties or covenants alleged to have been breached. Failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnitor shall have been actually prejudiced as a result of such failure (except that the indemnitor shall not be liable for any expenses incurred during the period in which the indemnitee failed to give such notice on a timely basis). Thereafter, the indemnitee shall deliver to the indemnitor without undue delay copies of all notices and documents (including court papers received by the indemnitee) relating to the Third-Party Claim. If a Third-Party Claim is made against an indemnitee, the indemnitor shall be entitled to participate, at its expense, in the defense thereof. Notwithstanding the foregoing, if the indemnitor irrevocably and unconditionally admits to the indemnitee in writing its obligation to indemnify the indemnitee therefor, the indemnitor may elect to assume and control the defense thereof with counsel selected by the indemnitor and reasonably satisfactory to the indemnitee. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to indemnitor assumes such defense, the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its sole discretion to conduct own expense, separate from the counsel employed by the indemnitor, it being understood that the indemnitor shall control such defense. If the indemnitor so assumes the defense of and to settle or resolve any such claim (and Third-Party Claim, all of the costs and expenses incurred by Acquiror in connection indemnified parties shall cooperate with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included the indemnitor in the Indemnifiable Damages for defense or prosecution thereof. Such cooperation shall include, at the expense of the indemnitor, the retention and (upon the indemnitor's request) the provision to the indemnitor of records and information which Acquiror may seek indemnification pursuant are reasonably relevant to such Third-Party Claim, and making employees available on a claim made mutually convenient basis to provide additional information and explanation of any material provided hereunder); provided. If the indemnitor shall have assumed the defense of a Third-Party Claim, however, that Acquiror the indemnitee shall not settle admit any liability with respect to, or resolve settle, compromise or discharge, such claim Third-Party Claim without the indemnitor's prior written consent of the Shareholders’ Agent, (which consent shall not be unreasonably withheld). If the indemnitor shall have assumed the defense of a Third-Party Claim, conditioned or delayed. The Shareholders’ Agent (i) the indemnitee shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating agree to any Indemnified Person settlement, compromise or discharge of a Third-Party Claim which the indemnitor may recommend and shall be entitled, at which by its expense, terms obligates the indemnitor to participate in, but not to determine or conduct, any defense pay the full amount of the thirdliability in connection with such Third-party claim Party Claim, and releases the indemnitee completely from any liability in connection with such Third-Party Claim, provided there is no direct financial impact on the indemnitee or settlement negotiations with respect to its affiliates therefrom following such agreement and (ii) the third-party claim. Howeverindemnitor shall not, except with without the prior written consent of the Shareholders’ Agentindemnitee, which enter into any settlement, compromise or discharge or consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror entry of any claim that gives rise to a claim against such applicable Escrow Fund by judgment which imposes any obligation or on behalf restriction upon the indemnitee of an Indemnified Person shall be determinative of the existence of injunctive or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXequitable nature.

Third Party Claims. If Promptly after the Acquiror is subject assertion by any third party of any claim against any Indemnitee that, in the judgment of such Indemnitee, may result in the incurrence by such Indemnitee of Damages for which such Indemnitee would be entitled to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate indemnification pursuant to this Agreement, such Indemnitee shall deliver to the Shareholders’ Agent in accordance with Section 9.5 hereof Indemnitor from whom such indemnification could be sought an Damages Certificate with respect to a third party such claim, Acquiror and such Indemnitor may, at its option, assume and control the defense (including any settlement thereof) of the Indemnitee against such claim. Any Indemnitee shall receive notice of the status, any current developments and management of the claims, and prior written notice of any proposed settlement or conclusion of such claim, and shall have the right to employ separate counsel in its sole discretion any such action or claim and to conduct participate in the defense of and to settle or resolve any such claim (and thereof, but the costs fees and expenses incurred by Acquiror in connection with of such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent counsel shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense an expense of the third-party claim or settlement negotiations with respect to Indemnitor unless (i) the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent Indemnitor shall have objected failed, within [***] a reasonable time after a written request for such consent having been notified by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative the Indemnitee of the existence of such claim as provided in the preceding sentence, to assume the defense of such claim, or amount (ii) the employment of Indemnifiable Damages relating to such mattercounsel has been specifically authorized by the Indemnitor. In the event that the Shareholders’ Agent has consented to If there is a final judgment against an Indemnitee under this Agreement in any such settlement or resolutionaction, or if the Shareholders’ Agent shall have been determined by there is a final non-appealable court order settlement of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolutionaction effected with the consent of such Indemnitor, neither such Indemnitor shall, subject, in the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision case of this Article IX to recovery by or on behalf of any Indemnified Person claims for indemnification against the applicable Escrow Fund for Seller, to the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXSECTION 9.1, and, in the case of claims for indemnification against Buyer, to the provisions of SECTION 9.2, indemnify and hold harmless each Indemnitee from and against any Damages by reason of such judgment or settlement.

Third Party Claims. If the Acquiror any action is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof brought by a third party against any Indemnitee with respect to a third party claimwhich such Indemnitee is entitled to indemnification hereunder and notice of such action to the Indemnitor has been given pursuant to ss. 9.4.1, Acquiror the Indemnitor will be entitled to participate therein, and to the extent it may elect by written notice delivered to the Indemnitee within 30 days after receiving the notice from Indemnitee, to assume the defense thereof with counsel reasonably satisfactory to Indemnitee. Indemnitee shall cooperate with respect to any such participation or defense. Notwithstanding the foregoing, the Indemnitee shall have the right to employ its own counsel in its sole discretion any such case but the fees and expenses of such counsel shall be at the expense of such Indemnitee, unless (i) the employment of such counsel at the expense of the Indemnitor shall have been authorized in writing by the Indemnitor, or (ii) the Indemnitor shall not have employed counsel reasonably satisfactory to conduct such Indemnitee to have charge of the defense of and such action within thirty days after notice of commencement of the action, or (iii) such Indemnitee shall have reasonably concluded, based upon written advice of counsel, that there may be defenses available to settle it which are different from or resolve additional to those available to the Indemnitor (in which case the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee with respect to such different defenses), in any of which events such claim (and the costs fees and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) of one additional counsel shall be included borne by the Indemnitor. Notwithstanding anything in this ss. 9 to the Indemnifiable Damages contrary, an Indemnitor shall not be liable for which Acquiror may seek indemnification pursuant to a any settlement of any claim made hereunder)or action effected without its written consent; provided, however, that Acquiror shall such consent is not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld. Upon payment of indemnification by the Indemnitor, conditioned the Indemnitee, if requested in writing by the Indemnitor, will assign to Indemnitor its rights against any applicable account debtor or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim other responsible person to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXindemnification payment.

Third Party Claims. If (a) Should any Action or potential claim (any of which is hereinafter individually referred to as a "Circumstance") be instituted against Indemnitee which, if prosecuted successfully, would be a matter for which Indemnitee is entitled to indemnification under this Agreement (a "Third Party Claim"), the Acquiror is subject Indemnitee shall give the Indemnitor written notice describing the Circumstance in reasonable detail. The Indemnitor shall undertake to Indemnifiable Damages compromise or has otherwise properly delivered defend, at its own expense and by its own counsel (who shall be reasonably acceptable to Indemnitee), any such matter involving the asserted liability of the Indemnitee; PROVIDED, that any such compromise (1) shall include as an Officer’s Certificate unconditional term thereof the giving by the claimant or the plaintiff to such Indemnitee of a release from all liability in respect of such claim and (2) shall not result in the Shareholders’ Agent imposition on the Indemnitee of any remedy other than monetary damages to be paid in accordance with full by the Indemnitor pursuant to Section 9.5 hereof 8.2. Indemnitor shall confirm to Indemnitee in writing within ten (10) days after receipt of Indemnitee's notice that Indemnitor will undertake to compromise or defend such asserted liability. The assumption of the defense of any Third Party Claim by the Indemnitor shall be an acknowledgment by the Indemnitor of its obligation to indemnify the Indemnitee with respect to a third party such claim. The Indemnitee agrees to, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle cause its own independent counsel to, cooperate fully with the Indemnitor and its counsel in the compromise of, or resolve defense against, any such claim (and the asserted liability. All reasonable out-of-pocket costs and expenses incurred by Acquiror the Indemnitee in connection with such defensecooperation (including, settlement or resolution (including without limitation, the reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costsexpenses of the Indemnitee's own independent counsel) shall be included borne by the Indemnitor. In any event, the Indemnitee shall have the right to participate with its own counsel (the reasonable fees and expenses of which will be borne by Indemnitor) in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt defense of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXasserted liability.

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "indemnitor") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against the indemnitor, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The indemnitor shall have the right to settle assume the defense of such action unless such action (i) may result in injunctions or resolve any such claim other equitable remedies in respect of the indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this Article XI, would not be fully indemnified hereunder; or (iii) may have a material adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the costs indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such indemnitee in connection with such defenseobligation or liability subject to this Article XI. By posting any required bond, settlement or resolution (including reasonable legal feespaying any other amounts required under law or by any court, other professionals’ and experts’ fees and court the indemnitor may appeal a non-final determination or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)ruling of any court; provided, however, that Acquiror the indemnitee shall not settle be required to pay any fees, costs or resolve expenses or any other amount or otherwise suffer any damage in connection with any such appeal. Prior to paying or settling any Claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or decree holding the indemnitee liable on such claim without or failing such judgment or decree, and must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have the right to settle any Claim against it, subject to the prior written consent approval of the Shareholders’ Agentindemnitee, which consent approval shall not be unreasonably withheld; provided, conditioned or delayedhowever, should the indemnitee withhold approval to settle the Claim, the indemnitor's obligation hereunder shall not exceed the amount at which the Claim could have been settled, plus interest through the date the Claim is ultimately paid. The Shareholders’ Agent Interest for purposes hereof shall receive copies be at the prime rate of all pleadingsinterest of NationsBank, notices N.A., as published from time to time on the date such approval was requested. An indemnitee shall have the right to employ its own counsel in any case, but the fees and communications with respect to the third-party claim to the extent that receipt expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense the expense of the third-party claim or settlement negotiations with respect to indemnitee unless (a) the third-party claim. However, except with the prior written consent employment of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent counsel shall have been determined authorized in writing by a final non-appealable court order the indemnitor in connection with the defense of a court such action or Claim, (b) the indemnitor shall not have employed, or is prohibited under this Section 11.4 from employing, counsel in the defense of competent jurisdiction to have unreasonably withheldsuch action or Claim, conditioned or delayed its consent to any (c) such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder 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 power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf which events such fees and expenses of any Indemnified Person against the applicable Escrow Fund not more than one additional counsel for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with indemnified parties shall be borne by the terms and provisions of this Article IXindemnitor.

Third Party Claims. If Within ten (10) days after receipt of written ------------------ notice of the Acquiror is subject to Indemnifiable Damages commencement of any action or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to assertion of any claim, liability or obligation by a third party (whether by legal process or otherwise), against which claim, Acquiror liability or obligation a party is, or may be, required under this Article 9 to indemnify the other party, the indemnified party will notify the indemnifying party in writing of the commencement or assertion thereof (the "Claim Notice") and give the indemnifying party a copy of such claim, process and all legal pleadings relating thereto. The indemnifying party shall have the right in its sole discretion to contest and conduct the defense of and such action with counsel of reputable standing reasonably acceptable to settle or resolve any such claim the indemnified party by giving written notice to the indemnified party of its election to do so within ten (10) days of the receipt of the Claim Notice, and the costs and indemnified party may participate in such defense by counsel of its own choosing at its own expense. If the indemnified party shall be required by final judgment not subject to appeal or by a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnifying party has agreed to indemnify the indemnified party under this Agreement, such amount plus all reasonable expenses incurred by Acquiror the indemnified party in connection accordance with such defenseobligation or liability (including, settlement or resolution without limitation, reasonable attorneys' fees (including reasonable legal fees, other professionals’ than fees incurred by counsel to the indemnified party employed pursuant to the immediately preceding sentence) and experts’ fees and court or arbitration costscosts of investigations) shall be included in promptly paid by the Indemnifiable Damages for which Acquiror may seek indemnification pursuant indemnifying party to a claim made hereunder); providedthe indemnified party, however, that Acquiror subject to reasonable documentation and cost substantiation of all such amounts. The indemnifying party shall not settle or resolve such claim compromise any claim, action or proceeding without the prior written consent of the Shareholders’ Agentindemnified party, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent indemnified party shall receive copies of all pleadingsuse reasonable efforts to mitigate any damage, notices and communications loss, cost, expense, liability or obligation with respect to which it shall be entitled to indemnification hereunder. Subject to the thirdlimitations set forth in Sections 9.3 and 9.7 of this Agreement, failure of the indemnified party to give the Claim Notice to the indemnifying party within the ten-party claim day period required hereunder shall not affect the indemnified party's rights to indemnification hereunder, except if (and then only to the extent that receipt that) the indemnifying party incurs additional expenses or the indemnifying party' defense of such documents does not affect any privilege relating claim is actually prejudiced by reason of such failure to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXgive timely notice.

Third Party Claims. If Except as otherwise provided in this ------------------- Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a third Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third-party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "indemnitor") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against the indemnitor, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The indemnitor shall have the right to settle assume the defense of such action unless such action (i) may result in injunctions or resolve any such claim other equitable remedies in respect of the indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this Article XI, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the costs Indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the Indemnitee in any amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such Indemnitee in connection with such defenseobligation or liability subject to this Article XI. Prior to paying or settling any Claim against which an indemnitor is, settlement or resolution (including reasonable legal feesmay be, other professionals’ and experts’ fees and obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or arbitration costs) shall be included in decree holding the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve Indemnitee liable on such claim without or failing such judgment or decree, must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have the right to settle any Claim against it, subject to the prior written consent approval of the Shareholders’ Agentother, which consent approval shall not be unreasonably withheld. An Indemnitee shall have the right to employ its own counsel in any case, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices but the fees and communications with respect to the third-party claim to the extent that receipt expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense the expense of the third-party claim or settlement negotiations with respect to Indemnitee unless (a) the third-party claim. However, except with the prior written consent employment of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent counsel shall have been determined authorized in writing by a final non-appealable court order the indemnitor in connection with the defense of a court such action or Claim, (b) the indemnitor shall not have employed counsel in the defense of competent jurisdiction to have unreasonably withheldsuch action or Claim, conditioned or delayed its consent to any (c) such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder 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 power or authority to object of which events such fees and expenses of not more than one additional counsel for the indemnified parties shall be borne by the indemnitor. Any and all Claims made by the Purchaser against the Seller for indemnification under Section 9.6 or any other provision of this Article IX XI may be, but are not required to recovery be, settled by or on behalf of any Indemnified Person against payment from the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXAccount.

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a Tax liability or obligation, or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "indemnitor") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against the indemnitor, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right in its sole discretion to conduct assume the defense of and such action with counsel of reputable standing unless such action: (i) is likely to settle result in injunctions or resolve any such claim other equitable remedies in respect of the indemnitee or its business; or (ii) is likely to result in liabilities which, taken with other than existing Claims under this Article XI, would not be fully indemnified hereunder. The indemnitor and the costs indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such indemnitee in connection with such defenseobligation or liability subject to this Article XI. Upon an indemnitor making payment hereunder, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) the indemnitor shall be included in subrogated to the Indemnifiable Damages for rights of the indemnitee. Prior to paying or settling any Claim against which Acquiror an indemnitor is, or may seek indemnification pursuant be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of the claim made hereunder); providedand an opportunity to defend against or settle same as set forth herein and must first receive the written approval of the terms and conditions of any settlement from the indemnitor prior to settling any claims. An indemnitor shall have the right to settle any Claim against the indemnitee, however, that Acquiror shall not settle or resolve such claim without subject to the prior written consent approval of the Shareholders’ Agentindemnitee, which consent approval shall not be unreasonably withheldwithheld and may not be withheld at all if the settlement includes the complete release of the indemnitee. An indemnitee shall have the right to employ its own counsel in any case, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices but the fees and communications with respect to the third-party claim to the extent that receipt expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense the expense of the third-party claim or settlement negotiations with respect to indemnitee unless (a) the third-party claim. However, except with the prior written consent employment of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent counsel shall have been determined authorized in writing by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise indemnitor in accordance connection with the terms and provisions defense of such action or Claim, or (b) the indemnitor shall not have employed, or is prohibited under this Article IXSection 11.4 from employing, counsel in the defense of such action or Claim.

Third Party Claims. If (a) Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "Indemnitor") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a Claim thereon is to be, or may be, made against the Indemnitor, notify the Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such Claim, process and all legal pleadings. The Indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The Indemnitor shall have the right to settle assume the defense of such action unless such action (i) may result in injunctions or resolve any such claim other equitable remedies in respect of the Indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this Section 5, would not be fully indemnified hereunder; (iii) may have an adverse effect on the business or financial condition of the Indemnitee after the Effective Time (including an effect on the earnings or ongoing business relationships of the Indemnitee); or (vi) is for an alleged amount of less than $25,000. The Indemnitor and the costs Indemnitee shall cooperate in the defense of such Claims. In the case that the Indemnitor shall assume or participate in the defense of such proceeding as provided herein, the Indemnitee shall make available to the Indemnitor all relevant records and take such other action and sign such documents as are reasonable necessary to defend such proceeding in a timely manner. If the Indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the Indemnitor has agreed to indemnify the Indemnitee under this Agreement, the Indemnitor shall promptly reimburse the Indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such Indemnitee in connection with such defenseobligation or liability subject to this Section 5. No Indemnitor, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. Howeverany such Claim, shall, except with the prior written consent of the Shareholders’ AgentIndemnitee, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror entry of any claim judgment or enter into any settlement that gives rise to a claim against such applicable Escrow Fund does not include as an unconditional term thereof the giving by the claimant or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating plaintiff to such matterIndemnitee of a release from all liability with respect to such Claim. In the event that the Shareholders’ Agent has consented Indemnitor does not accept 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 any such Claim, and shall be entitled to settle or agree to pay in full such claim or demand, in its sole discretion. With respect to any such matter as to which the Indemnitor is not entitled to assume the defense pursuant to the terms of this paragraph, the Indemnitee shall not enter into any settlement or resolutionfor which an indemnification claim will be made hereunder without the approval of the Indemnitor, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have which will not be unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX.

Third Party Claims. If a claim by a third party is made against an indemnified Person hereunder, and if such indemnified Person intends to seek indemnity with respect thereto under this Article 8, such indemnified Person shall promptly notify the indemnifying Person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified Person to give prompt notice as provided herein shall not relieve the indemnifying Person of any of its obligations hereunder, except to the extent that the indemnifying Person is materially prejudiced by such failure. If the Acquiror is subject indemnifying Person acknowledges in writing its obligation to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to indemnify the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a indemnified Person against any Losses that may result from such third party claim, Acquiror then the indemnifying Person shall have 20 days after receipt of such notice to undertake, through counsel of its own choosing, subject to the right in reasonable approval of such indemnified Person, and at its sole discretion to conduct own expense, the settlement or defense of and to settle or resolve any such claim (thereof, and the costs and expenses incurred by Acquiror indemnified Person shall cooperate with it in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)therewith; provided, however, that Acquiror the indemnified Person may participate in such settlement or defense through counsel chosen by such indemnified Person, provided that the fees and expenses of such counsel shall be borne by such indemnified Person. The indemnifying Person shall not settle any claim or resolve such claim consent to the entry of any judgment without the prior written consent of the Shareholders’ Agentindemnified Person, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any (i) such settlement or resolution, or if judgment includes as an unconditional term thereof the Shareholders’ Agent shall have been determined giving by a final non-appealable court order the claimant of a court release of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages from all Liability with respect to such claim and (ii) such settlement or resolution provided judgment does not involve the imposition of equitable remedies or the imposition of any material obligations on such recovery indemnified Person other than financial obligations for which such indemnified Person will be indemnified hereunder. If the indemnifying Person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified Person shall be borne by such indemnified Person unless there exists or is otherwise reasonably likely to exist a conflict of interest between them as to their respective legal defenses (other than one that is of a monetary nature) in accordance the reasonable judgment of the indemnified Person, in which case the indemnified Person shall be entitled to retain one law firm as its separate counsel, the reasonable fees and expenses of which shall be reimbursed as they are incurred by the indemnifying Person. If the indemnifying Person does not notify the indemnified Person within 20 days after the receipt of the indemnified Person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof and that it acknowledges its obligation to indemnify the indemnified Person against any Losses that may result from such claim, the indemnified Person shall have the right to contest, settle or compromise the claim in a reasonable manner, and the indemnifying Person shall cooperate with in connection therewith, but the terms and provisions of indemnified Person shall not thereby waive any right to indemnity therefor pursuant to this Article IXAgreement.

Third Party Claims. If (a) Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation another party to this Agreement (hereinafter the "Indemnitor") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee shall, if a claim thereon is to be, or may be, made against the Indemnitor, immediately notify the Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such Claim or process and all legal pleadings. The Indemnitee's failure to give timely notice as required by this Section 9.5(a) shall not serve to eliminate or limit the Indemnitor's obligation to indemnify the Indemnitee unless such failure prejudices the rights of the Indemnitor, and then only to the extent of such prejudice. Moreover, the Indemnitee shall have the right in its sole discretion to conduct take any actions or steps reasonably necessary to avoid the occurrence of any prejudice to the rights of the Indemnitee. The Indemnitor shall have the right to assume the defense of such action with counsel of reputable standing unless with respect to such action (A) injunctive or equitable remedies have been sought therein in respect of the Indemnitee or its business or (B) such action is for an alleged amount of less than Five Thousand Dollars ($5,000); provided, that the Indemnitee and counsel to settle or resolve the Indemnitee shall have the right to participate in the defense of any such claim (and all Claims pursuant to the provisions of Section 9.5(b) hereof. The Indemnitor and the costs Indemnitee shall reasonably cooperate in the defense of such Claims. If the Indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the Indemnitor has agreed to indemnify the Indemnitee under this Agreement, the Indemnitor shall immediately pay such amount to the Indemnitee in order to enable the Indemnitee to make such payment, and otherwise shall promptly reimburse the Indemnitee in an amount equal to the amount of such payment, in either case, plus all reasonable out-of-pocket expenses (including legal fees and expenses) incurred by Acquiror such Indemnitee at the specific request of the Indemnitor, as provided above, or as otherwise authorized by Section 9.5(b) hereof, in connection with such defenseobligation or liability subject to this Section IX. No Indemnitor, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. Howeverany such Claim, shall, except with the prior written consent of the Shareholders’ AgentIndemnitee, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror entry of any claim that gives rise to a claim against such applicable Escrow Fund judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating plaintiff to such matterIndemnitee of a release from all liability with respect to such Claim. In the event that the Shareholders’ Agent has consented Indemnitor does not accept the defense of any matter for which it is entitled to assume such defense as provided in this Section 9.5(a), the Indemnitee shall have the full right to defend against any such Claim and shall be entitled to settle or agree to pay in full such Claim in its sole discretion. With respect to any such matter as to which the Indemnitor is not entitled to assume the defense pursuant to the terms of this Section 9.5(a), the Indemnitee shall not enter into any settlement or resolutionfor which an indemnification Claim will be made hereunder without the approval of the Indemnitor, or if the Shareholders’ Agent which shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have not be unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX.

Third Party Claims. If (a) Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "INDEMNITEE") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any Taxing Authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "INDEMNITOR") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a Claim thereon is to be, or may be, made against the Indemnitor, notify the Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such Claim, process and all legal pleadings. The Indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The Indemnitor shall have the right to settle assume the defense of such action unless such action (i) may result in injunctions or resolve any such claim other equitable remedies in respect of the Indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this Article XII, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the Indemnitee after the Closing Date (including an effect on the tax liabilities, earnings or ongoing business relationships of the Indemnitee) or (vi) is for an alleged amount of less than $25,000. The Indemnitor and the costs Indemnitee shall cooperate in the defense of such Claims. In the case that the Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to the Indemnitor all relevant records and take such other action and sign such documents as are reasonable necessary to defend such audit, assessment or other proceeding in a timely manner. If the Indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the Indemnitor has agreed to indemnify the Indemnitee under this Agreement, the Indemnitor shall promptly reimburse the Indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such Indemnitee in connection with such defenseobligation or liability subject to this Article XII. No Indemnitor, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. Howeverany such Claim, shall, except with the prior written consent of the Shareholders’ AgentIndemnitee, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror entry of any claim that gives rise to a claim against such applicable Escrow Fund judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating plaintiff to such matterIndemnitee of a release from all liability with respect to such Claim. In the event that the Shareholders’ Agent has consented Indemnitor does not assume the defense of any matter for which it is entitled to assume such defense as above provided, the Indemnitee shall have the full right to defend against any such Claim, and shall be entitled to settle or agree to pay in full such claim or demand, in its sole discretion. With respect to any such matter as to which the Indemnitor is not entitled to assume the defense pursuant to the terms of this paragraph, the Indemnitee shall not enter into any settlement or resolutionfor which an indemnification claim will be made hereunder without the approval of the Indemnitor, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have which will not be unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX.

Third Party Claims. If (a) Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third- party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the ---------- commencement of any (a) Tax audit or proceeding for the assessment of Tax by any Taxing Authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "Indemnitor") ---------- is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a Claim thereon is to be, or may be, made against the Indemnitor, notify the Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such Claim, process and all legal pleadings. The Indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The Indemnitor shall have the right to settle assume the defense of such action unless such action (i) may result in injunctions or resolve any such claim other equitable remedies in respect of the Indemnitee or its business; (ii) may result in liabilities which, taken with other existing Claims under this Article VI, would not be fully indemnified hereunder; (iii) may have an adverse effect on the business or financial condition of the Indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the Indemnitee) or (iv) is for an alleged amount of less than $25,000. The Indemnitor and the costs Indemnitee shall cooperate in the defense of such Claims. In the case that the Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to the Indemnitor all relevant records and take such other action and sign such documents as are reasonable necessary to defend such audit, assessment or other proceeding in a timely manner. If the Indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the Indemnitor has agreed to indemnify the Indemnitee under this Agreement, the Indemnitor shall promptly reimburse the Indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such Indemnitee in connection with such defenseobligation or liability subject to this Article VI. No Indemnitor, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. Howeverany such Claim, shall, except with the prior written consent of the Shareholders’ AgentIndemnitee, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror entry of any claim that gives rise to a claim against such applicable Escrow Fund judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating plaintiff to such matterIndemnitee of a release from all liability with respect to such Claim. In the event that the Shareholders’ Agent has consented Indemnitor does not accept 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 any such Claim, and shall be entitled to settle or agree to pay in full such claim or demand, in its sole discretion. With respect to any such matter as to which the Indemnitor is not entitled to assume the defense pursuant to the terms of this paragraph, the Indemnitee shall not enter into any settlement or resolutionfor which an indemnification claim will be made hereunder without the approval of the Indemnitor, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have which will not be unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages Indemnity Claim arises from the claim or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to demand of a third party claimparty, Acquiror the Indemnitor shall have the right to defend any such Indemnity Claim. If an Indemnitor elects to defend any such Indemnity Claim, it shall pay its expenses in its sole discretion to conduct connection therewith and shall pay any judgment, damage or other liability arising from such Indemnity Claim or the settlement thereof. If the Indemnitor has assumed the defense of and such Indemnity Claim, the Indemnitee shall have the right, but not the obligation, to settle participate in or resolve monitor the defense thereof by counsel of its own choosing. The Indemnitor shall not agree to a compromise or settlement of any such claim (and the costs and expenses incurred by Acquiror in connection with such defenseIndemnity Claim, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant defense thereof in the defense of any such Indemnity Claim consent to a claim made hereunder); provided, however, that Acquiror shall not settle the entry of any judgment against or resolve such claim affecting the Indemnitee without the prior written consent of the Shareholders’ AgentIndemnitee, which consent shall not be unreasonably withheldor enter into any settlement, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to without the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent Indemnitee. If the Indemnitor shall not timely notify the Indemnitee of its election to defend any Indemnity Claim (and, in the case of litigated Indemnity Claims, actually assume the defense of such Indemnity Claim), the Indemnitee may defend against such Indemnity Claim in such manner as it may deem appropriate, and if the Indemnitee shall desire to settle such Indemnity Claim, it shall give the Indemnitor prior written notice of the proposed settlement. Within ten (10) days following receipt by the Indemnitor of such written notice, the Indemnitor shall either (i) consent to such settlement, in which event the Indemnitee may settle such claim on the terms consented to by the Indemnitor and the amount of such settlement and all reasonable and proper expenses of settling such Indemnity Claim shall thereupon be unreasonably withheldchargeable to and payable by the Indemnitor, conditioned or delayed (ii) assume the defense of such Indemnity Claim. If the Indemnitor shall refuse to consent to settlement and which shall refuse or be unable to assume the defense of such Indemnity Claim, the Indemnitee may settle such claim in the amount of the proposed settlement and all reasonable and proper expenses of settling such Indemnity Claim shall thereupon be chargeable to and payable by the Indemnitor. If no settlement of such Indemnity Claim is made, the Indemnitor shall be deemed to have been given unless chargeable for the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror amount of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages judgment rendered with respect to such settlement Indemnity Claim and for all expenses, legal or resolution provided otherwise, incurred by the Indemnitee in the defense of such recovery is otherwise Indemnity Claim and shall pay such amounts immediately upon demand by the Indemnitee. The Indemnitor and the Indemnitee shall cooperate in accordance reasonable requests for documents, testimony and other forms of assistance in connection with any Indemnity Claim pursuant to this subsection 11.2(b). Reimbursement to the terms Indemnitee of any expenses and provisions of this Article IXother amounts due the Indemnitee shall be made by the Indemnitor from time to time as such expenses and amounts are incurred by the Indemnitee.

Third Party Claims. If An Indemnified Party shall give any Indemnitor prompt written notice of the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to institution by a third party claimof any actions, Acquiror shall suits or other administrative or judicial proceedings if the Indemnified Party would be entitled to claim indemnification under this Article IX in connection with any such action, suit or other proceeding. The Indemnitor shall, provided that it gives notice within ten (10) business days of receipt of notice from the Indemnified Party, have the right in its sole discretion to conduct option of assuming the defense of and such action with counsel reasonably satisfactory to settle or resolve any such claim Indemnified Party (and the such costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) of defense shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant with respect to a claim made hereundersuch claim). In this regard, Gersten Savage LLP shall be deemed reasonably satisfactory to such Ixxxxxxxied Party. The Indemnified Party shall be entitled to participate in any such defense with separate counsel at its own expense; provided, however, that Acquiror if, in the reasonable opinion of counsel to the Indemnified Party, a non-waivable conflict exists between the Indemnified Party and the Indemnitor that would make the failure to have such separate representation either unethical or illegal, the reasonable cost of such separate representation shall not settle be paid by the Indemnitor. If an Indemnitor assumes the defense of such an action, (x) no compromise or resolve such claim settlement thereof may be effected by the Indemnitor without the prior written Indemnified Party's consent of the Shareholders’ Agent, (which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent ) unless (i) there is no finding or admission of any violation of a Legal Requirement or any violation of the rights of any person and no effect on any such claims that may be made against the Indemnified Party and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnitor and (y) the Indemnitor shall receive copies of all pleadings, notices and communications have no liability with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim compromise or settlement negotiations with respect to thereof effected by the third-party claim. However, except with Indemnified Party that would involve a payment by the prior written Indemnitor of Damages without its consent of the Shareholders’ Agent, (which consent shall not be unreasonably withheld, conditioned or delayed delayed). If notice is given to an Indemnitor of the commencement of any Action pursuant hereto and which it does not, within ten (10) business days after the Indemnitor's notice is received, give notice to the Indemnified Party of its election to assume the defense, the Indemnitor shall be deemed bound by any determination made in such action or any commercially reasonable compromise or settlement thereof effected by the Indemnified Party. Any failure to give prompt notice under this Section 9.4 shall not bar an Indemnified Party's right to claim indemnification under this Article IX, except to the extent that an Indemnitor shall have been given unless harmed by such failure. Notwithstanding anything to the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquirorcontrary set forth in this Section 9.4, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In in the event that the Shareholders’ Agent has consented third party claim is covered by insurance and the insurance policy provides for procedures other than those set forth herein as a condition to any such settlement or resolutioncoverage, or if the Shareholders’ Agent procedures set forth in the insurance policy shall have been determined by a final non-appealable court order of a court of competent jurisdiction supersede those set forth herein to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages extent that they are inconsistent with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXthose set forth herein.

Third Party Claims. If Purchasers or Sellers against whom an indemnified third party Claim is made or brought shall give the Acquiror is subject other of them an opportunity to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate defend such Claim, at the indemnifying Parties’ own expense and with counsel selected by the indemnifying Parties and reasonably satisfactory to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claimindemnified Parties, Acquiror provided that the indemnified Parties at all times also shall have the right to participate fully in its sole discretion the defense at their own expense. If the indemnifying Parties elect not to conduct assume the defense of such Claim (or if the indemnifying Parties shall be deemed to have waived its right to defend such Claim), the Parties against whom such Claim is made shall have the right, but not the obligation, to undertake the sole defense of, and to settle compromise or resolve any such claim (settle, the Claim on behalf, for the account, and at the costs risk and expenses incurred by Acquiror in connection with such defense, settlement or resolution expense of the indemnifying Parties (including reasonable legal fees, other professionals’ and expertswithout limitation the payment by the indemnifying Parties of the attorneys’ fees and court or arbitration costs) shall be included in of the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunderindemnified Parties); provided, however, that Acquiror if indemnified Parties undertake the sole defense of such Claim on behalf, for the account, and at the risk and expense of the indemnifying Parties, the Indemnified Parties shall defend such Claim in good faith and shall apprise the indemnifying Parties from time to time of the progress of such defense. If one or more of the indemnifying Parties assumes the defense of such Claim, the obligation of such indemnifying Parties hereunder as to such Claim shall include taking all steps necessary in the defense or settlement of such Claim. The indemnifying Parties, in the defense of such Claim, shall not settle consent to the entry of any judgment or resolve such claim without enter into any settlement (except with the prior written consent of the Shareholders’ Agent, indemnified Parties) which consent shall does not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect include as an unconditional term thereof the giving by the claimant to the third-party claim to the extent that receipt indemnified Parties against whom such Claim is made a release from all liability in respect of such documents does Claim (which release shall exclude only any obligations incurred in connection with any such settlement). If the Claim is one that cannot affect any privilege relating to any Indemnified Person and by its nature be defended solely by the indemnifying Parties, then the indemnifying Parties shall be entitledmake available, at its the indemnifying Parties’ expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed all information and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event assistance that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXindemnifying Parties reasonably may request.

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for Third Party Claims and Claims pursuant to SECTION 10.2(d). Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "INDEMNITEE") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any Taxing Authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "INDEMNITOR") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee shall, if a Claim thereon is to be, or may be, made against the Indemnitor, notify the Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such Claim, process and all legal pleadings; PROVIDED any delay or failure so to notify the Indemnitor shall not relieve the Indemnitor from its obligations under this ARTICLE 10 unless and only to the extent such delay or failure results in actual irreparable prejudice to the Indemnitor. The Indemnitor shall have the right in its sole discretion to conduct assume the defense of such action with counsel of reputable standing and reasonably acceptable to settle the Indemnitee unless in such action (i) injunctive or resolve any equitable remedies have been sought therein in respect of the Indemnitee or its business; or (ii) such claim (action is solely for money damages for an alleged amount of less than $10,000. The Indemnitor and the costs Indemnitee shall reasonably cooperate in the defense of such claims. In the case that the Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to the Indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the Indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the Indemnitor has agreed to indemnify the Indemnitee under this Agreement, the Indemnitor shall promptly reimburse the Indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including reasonable legal fees and expenses) incurred by Acquiror such Indemnitee in connection with such defenseobligation or liability subject to this ARTICLE 10. No Indemnitor, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. Howeverany such Claim, shall, except with the prior written consent of the Shareholders’ AgentIndemnitee, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror entry of any claim that gives rise judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to a claim against such applicable Escrow Fund by or on behalf Indemnitee of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating unconditional release from all liability with respect to such matterclaim or litigation. In the event that the Shareholders’ Agent has consented Indemnitor does not accept, on a timely basis, the defense of any matter for which it is entitled to assume such defense as above provided, the Indemnitee shall have the full right to defend against any such claim or demand, and shall be entitled to settle or agree to pay in full such claim or demand, in its sole discretion. With respect to any matter as to which the Indemnitor is not entitled to assume the defense pursuant to the terms of this SECTION 10.5, the Indemnitee shall not enter into any settlement for which an indemnification claim will be made hereunder without the approval of the Indemnitor. An Indemnitee shall have the right to employ its own counsel in any case, but the fees and expenses of such settlement or resolution, or if counsel shall be at the Shareholders’ Agent expense of the Indemnitee unless (a) the employment of such counsel shall have been determined authorized in writing by the Indemnitor in connection with the defense of such action or claim, (b) the Indemnitor shall not have employed counsel in the defense of such action or claim on a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheldtimely basis, conditioned or delayed its consent to any (c) such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder Indemnitee shall have reasonably concluded on the advice of its counsel that there may be defenses available to it which are contrary to, or inconsistent with, those available to the Indemnitor, in any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf which events such fees and expenses of any Indemnified Person against the applicable Escrow Fund not more than one additional counsel for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with indemnified parties shall be borne by the terms and provisions of this Article IXIndemnitor.

Third Party Claims. If Within ten (10) days after receipt by ------------------ a person entitled or claiming to be entitled to indemnification pursuant to this Article IX ("Indemnitee") of written notice of the Acquiror is subject to Indemnifiable Damages commencement of any action or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to assertion of any claim, liability or obligation by a third party party, against which claim, Acquiror liability or obligation a person is, or may be, required under this Article IX to indemnify Indemnitee ("Indemnitor"), Indemnitee will, if a claim thereon is to be made against Indemnitor, notify Indemnitor in writing of the commencement or assertion thereof (the "Claim Notice") and give Indemnitor a copy of such claim, process and all legal pleadings relating thereto. Indemnitor shall have the right in its sole discretion to contest and conduct the defense of such action with counsel reasonably acceptable to Indemnitee by giving written notice to Indemnitee of its election to do so within ten (10) days of the receipt of the Claim Notice, and Indemnitee may participate in such defense by counsel of its own choosing at its own expense. If Indemnitee shall be required by final judgment not subject to settle appeal or resolve by a settlement agreement to pay any amount in respect of any obligation or liability against which Indemnitor has agreed to indemnify Indemnitee under this Agreement, such claim (and the costs and amount plus all reasonable expenses incurred by Acquiror such Indemnitee in connection accordance with such defenseobligation or liability (including, settlement or resolution without limitation, reasonable attorneys' fees (including reasonable legal fees, other professionals’ than fees incurred by counsel to Indemnitee employed pursuant to the immediately preceding sentence) and experts’ fees and court or arbitration costscosts of investigations) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant promptly paid by Indemnitor to a claim made hereunder); providedIndemnitee, however, that Acquiror subject to reasonable documentation. Indemnitee shall not settle or resolve such claim compromise any claim, action or proceeding without the prior written consent of the Shareholders’ AgentIndemnitor, which consent shall not be unreasonably withheld. Indemnitee shall use reasonable efforts to mitigate any damage, conditioned loss, cost, expense, liability or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications obligation with respect to which it shall be entitled to indemnification hereunder. Failure of Indemnitee to give the thirdClaim Notice to Indemnitor within the ten-party claim day period required hereunder shall not affect Indemnitee's rights to indemnification hereunder, except if (and then only to the extent that receipt that) Indemnitor incurs additional expenses or Indemnitor's defense of such documents does not affect any privilege relating claim is actually prejudiced by reason of such failure to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXgive timely notice.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages In case of any Claim, suit or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof proceeding by a third party or by any government body, or any legal, administrative or arbitration proceedings with respect to a third party claimwhich Indemnitor may have liability under the indemnity agreement contained in either Section 9.1. or 9.2 as the case may be, Acquiror Indemnitor shall have be entitled to participate therein, and, to the right in its sole discretion extent desired by Indemnitor, to conduct assume the defense thereof at its own expense and through counsel of its own choosing, and after notice from Indemnitor to settle Indemnitee of the election so to assume the defense thereof, Indemnitor will not be liable to Indemnitee for any legal or resolve any such claim (and the costs and other expenses subsequently incurred by Acquiror Indemnitee in connection with such defense, settlement or resolution (including reasonable legal feesthe defense thereof, other professionals’ than reasonable costs of investigation, unless Indemnitor does not actually assume the defense thereof following notice of such election. The parties will render each other such assistance as may reasonably be required of each other in order to insure proper and experts’ fees and court adequate defense of any such suit, Claim or arbitration costs) shall proceeding. Indemnitee will not make any settlement of any suit, Claim or proceeding which might give rise to liability of Indemnitor under the indemnity agreements contained in either Section 10.1 or 10.2 hereof as the case may be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ AgentIndemnitor, which consent shall not be unreasonably withheld. If Indemnitor shall desire and be able to effect, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim a bona fide compromise or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise such suit, Claim, or proceeding and Indemnitee shall unreasonably refuse to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating consent to such matter. In compromise or settlement, then Indemnitor's liability under either Section 10.1 or 10.2 as the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages case may be with respect to such suit, Claim or proceeding shall be limited to the amount so offered in compromise or settlement together with all legal and other expenses which may have been incurred prior to the date on which Indemnitee has refused to consent to such compromise or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXsettlement.

Third Party Claims. If (a) Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of ---------- any (i) Tax audit or proceeding for the assessment of Tax by any Taxing Authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (ii) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "Indemnitor") is, or may be, required under this ---------- Agreement to indemnify such Indemnitee, the Indemnitee will, if a Claim thereon is to be, or may be, made against the Indemnitor, notify the Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such Claim, process and all legal pleadings. The Indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The Indemnitor shall have the right to settle assume the defense of such action unless such action (i) may result in injunctions or resolve any such claim other equitable remedies in respect of the Indemnitee or its business; (ii) may result in liabilities which, taken with other than existing Claims under this Article IX, ---------- would not be fully indemnified hereunder; (iii) may have an adverse impact on the business or financial condition of the Indemnitee after the Closing Date (including an effect on the tax liabilities, earnings or ongoing business relationships of the Indemnitee) or (iv) is for an alleged amount of less than $25,000. The Indemnitor and the costs Indemnitee shall cooperate in the defense of such Claims. In the case that the Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to the Indemnitor all relevant records and take such other action and sign such documents as are reasonably necessary to defend such audit, assessment or other proceeding in a timely manner. If the Indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the Indemnitor has agreed to indemnify the Indemnitee under this Agreement, the Indemnitor shall promptly reimburse the Indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such Indemnitee in connection with such defenseobligation or liability subject to this Article IX. No Indemnitor, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. Howeverany such Claim, ---------- shall, except with the prior written consent of the Shareholders’ AgentIndemnitee, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror entry of any claim that gives rise to a claim against such applicable Escrow Fund judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating plaintiff to such matterIndemnitee of a release from all liability with respect to such Claim. In the event that the Shareholders’ Agent has consented Indemnitor does not accept the defense of any matter for which it is entitled to assume such defense as above provided, the Indemnitee shall have the full right to defend against any such Claim, and shall be entitled to settle or agree to pay in full such claim or demand, in its sole discretion. With respect to any such matter as to which the Indemnitor is not entitled to assume the defense pursuant to the terms of this paragraph, the Indemnitee shall not enter into any settlement or resolutionfor which an indemnification claim will be made hereunder without the approval of the Indemnitor, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have which will not be unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX.

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "INDEMNITEE") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which assessment, imposition, Claim, liability or obligation the other party to this Agreement (hereinafter the "INDEMNITOR") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against the indemnitor, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in its sole discretion to conduct the defense of such action with counsel of reputable standing. The indemnitor shall have the right to assume and to settle control the defense of such action unless such action if adversely determined (i) may if adversely determined result in injunctions or resolve any such claim other equitable remedies in respect of the indemnitee or its business; (ii) may if adversely determined result in liabilities which, taken with other then existing Claims under this ARTICLE XI, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the costs indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such indemnitee in connection with such defenseobligation or liability subject to this ARTICLE XI. Prior to paying or settling any Claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or decree holding the indemnitee liable on such claim or failing such judgment or decree, and must first receive the written approval of the terms and conditions of such settlement or resolution (including reasonable legal feesfrom the indemnitor. An indemnitor shall have the right to settle any Claim against it, other professionals’ and experts’ fees and court or arbitration costs) shall be included subject in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant case of any settlement that does not solely require the payment of money to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent approval of the Shareholders’ Agentindemnitee, which consent approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own counsel in any case, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices but the fees and communications with respect to the third-party claim to the extent that receipt expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense the expense of the third-party claim or settlement negotiations with respect to indemnitee unless (a) the third-party claim. However, except with the prior written consent employment of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent counsel shall have been determined authorized in writing by a final non-appealable court order the indemnitor in connection with the defense of a court such action or Claim, (b) the indemnitor shall not have employed, or is prohibited under this SECTION 11.4 from employing, counsel in the defense of competent jurisdiction to have unreasonably withheldsuch action or Claim, conditioned or delayed its consent to any (c) such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder 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 power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf which events such fees and expenses of any Indemnified Person against the applicable Escrow Fund not more than one additional counsel for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with indemnified parties shall be borne by the terms and provisions of this Article IXindemnitor.

Third Party Claims. If 1. Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to Indemnifiable Claims asserted by third parties. Promptly after receipt by the party or parties seeking indemnification hereunder (hereinafter referred to as the "indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a third Tax liability or obligation or (b) any action or the assertion (whether by legal process or otherwise) of any Claim by an indemnitee against which Claim the other party claimor parties to this Agreement (hereinafter referred to as the "indemnitor") is, Acquiror or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against the indemnitor, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The indemnitor shall have the right to settle assume the defense of such action unless (w) such action may result in injunctions or resolve any other equitable remedies in respect of the indemnitee or its business; (x) such claim action may result in liabilities which, taken with other then existing Claims under this ARTICLE VII, would not be fully indemnified hereunder; (y) such action may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including, without limitation, an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee); or (z) there are defenses available to the indemnitee which are in conflict with those available to the indemnitor. The indemnitor and the costs indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including, without limitation, legal fees and expenses) incurred by Acquiror such indemnitee in connection with such defense, settlement obligation or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant liability subject to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXARTICLE VII.

Third Party Claims. If (a) Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the “Indemnitee”) of notice of the commencement of any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation another party to this Agreement (hereinafter the “Indemnitor”) is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee shall, if a claim thereon is to be, or may be, made against the Indemnitor, immediately notify the Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such Claim or process and all legal pleadings. The Indemnitee’s failure to give timely notice as required by this Section 9.5(a) shall not serve to eliminate or limit the Indemnitor’s obligation to indemnify the Indemnitee unless such failure prejudices the rights of the Indemnitor, and then only to the extent of such prejudice. Moreover, the Indemnitee shall have the right in its sole discretion to conduct take any actions or steps reasonably necessary to avoid the occurrence of any prejudice to the rights of the Indemnitee. The Indemnitor shall have the right to assume the defense of such action with counsel of reputable standing unless with respect to such action (A) injunctive or equitable remedies have been sought therein in respect of the Indemnitee or its business or (B) such action is for an alleged amount of less than Five Thousand Dollars ($5,000); provided, that the Indemnitee and counsel to settle or resolve the Indemnitee shall have the right to participate in the defense of any such claim (and all Claims pursuant to the provisions of Section 9.5(b) hereof. The Indemnitor and the costs Indemnitee shall reasonably cooperate in the defense of such Claims. If the Indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the Indemnitor has agreed to indemnify the Indemnitee under this Agreement, the Indemnitor shall immediately pay such amount to the Indemnitee in order to enable the Indemnitee to make such payment, and otherwise shall promptly reimburse the Indemnitee in an amount equal to the amount of such payment, in either case, plus all reasonable out-of-pocket expenses (including legal fees and expenses) incurred by Acquiror such Indemnitee at the specific request of the Indemnitor, as provided above, or as otherwise authorized by Section 9.5(b) hereof, in connection with such defenseobligation or liability subject to this Section IX. No Indemnitor, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. Howeverany such Claim, shall, except with the prior written consent of the Shareholders’ AgentIndemnitee, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror entry of any claim that gives rise to a claim against such applicable Escrow Fund judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating plaintiff to such matterIndemnitee of a release from all liability with respect to such Claim. In the event that the Shareholders’ Agent has consented Indemnitor does not accept the defense of any matter for which it is entitled to assume such defense as provided in this Section 9.5(a), the Indemnitee shall have the full right to defend against any such Claim and shall be entitled to settle or agree to pay in full such Claim in its sole discretion. With respect to any such matter as to which the Indemnitor is not entitled to assume the defense pursuant to the terms of this Section 9.5(a), the Indemnitee shall not enter into any settlement or resolutionfor which an indemnification Claim will be made hereunder without the approval of the Indemnitor, or if the Shareholders’ Agent which shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have not be unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX.

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which assessment, imposition, Claim, liability or obligation the other party to this Agreement (hereinafter the "indemnitor") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against the indemnitor, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in its sole discretion to conduct the defense of such action with counsel of reputable standing. The indemnitor shall have the right to assume and to settle control the defense of such action unless such action if adversely determined (i) may if adversely determined result in injunctions or resolve any such claim other equitable remedies in respect of the indemnitee or its business; (ii) may if adversely determined result in liabilities which, taken with other then existing Claims under this Article XI, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the costs indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such indemnitee in connection with such defenseobligation or liability subject to this Article XI. Prior to paying or settling any Claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or decree holding the indemnitee liable on such claim or failing such judgment or decree, and must first receive the written approval of the terms and conditions of such settlement or resolution (including reasonable legal feesfrom the indemnitor. An indemnitor shall have the right to settle any Claim against it, other professionals’ and experts’ fees and court or arbitration costs) shall be included subject in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant case of any settlement that does not solely require the payment of money to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent approval of the Shareholders’ Agentindemnitee, which consent approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own counsel in any case, conditioned but the fees and expenses of such counsel shall be at the expense of the indemnitee unless (a) the employment of such counsel shall have been authorized in writing by the indemnitor in connection with the defense of such action or delayed. The Shareholders’ Agent Claim, (b) the indemnitor shall receive copies not have employed, or is prohibited under this Section 11.4 from employing, counsel in the defense of all pleadingssuch action or Claim, notices and communications with respect or (c) 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 third-party claim to indemnitor, in any of which events such fees and expenses of not more than one additional counsel for the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and indemnified parties shall be entitledborne by the indemnitor. Notwithstanding anything contained in this Article XI, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In in the event that Xxxxxx Xxxxxxxx, LLP determines that, as a result of the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of provisions contained in this Article IX XI, it is unable to recovery by or on behalf of any Indemnified Person against deliver the applicable Escrow Fund for letter referred to in Section 7.6, the Indemnifiable Damages with respect to parties hereto shall promptly amend this Article XI in whatever manner necessary such settlement or resolution provided such recovery is otherwise in accordance with that the terms and provisions of this Article IXXI do not result in Xxxxxx Xxxxxxxx, LLP's inability to deliver the letter referred to in Section 7.6. The parties hereto acknowledge and agree that the remedies set forth in this Article XI shall be the sole remedies available to such parties from any claims arising hereunder.

Third Party Claims. If any investigation, action or other proceeding (each a “Proceeding”) is initiated against any Seller Indemnitee by any third party and such Seller Indemnitee intends to seek indemnification from the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate Seller (the “Indemnitor”), as applicable, under this Article on account of its involvement in such Proceeding, then such Seller Indemnitee will give prompt notice to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror shall have the right in its sole discretion to conduct the defense applicable Indemnitor of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)Proceeding; provided, howeverthat the failure to so notify such Indemnitor will not affect such Indemnitor’s obligations under this Article, except to the extent the Indemnitor is prejudiced thereby. Upon receipt of such notice, such Indemnitor may undertake and control the defense against such Proceeding if the Indemnitor admits that Acquiror shall not settle or resolve it has an indemnification obligation hereunder in which case such claim without Indemnitor will diligently defend against such Proceeding on behalf of such Seller Indemnitee using counsel reasonably acceptable to such Seller Indemnitee and will pay all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. With the prior written consent of the Shareholders’ AgentSeller Indemnitee, the Indemnitor may defend against such Proceeding without admitting that it has an indemnification obligation hereunder, provided, in each case that if such Indemnitor fails or refuses to conduct such defense, then such Seller Indemnitee may defend against such Proceeding at such Indemnitor’s expense. Such Indemnitor or Seller Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense, and will not settle any Proceeding without the prior consent of the other, which consent shall will not be unreasonably withheld; provided, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to that the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of an Indemnitor is not required if such Indemnitor failed or refused to defend the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed Seller Indemnitee in the Proceeding that is being settled. Such Indemnitor and which shall be deemed to have been given unless Seller Indemnitee will cooperate with each other in the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror conduct of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXProceeding.

Third Party Claims. In connection with any claim that may give rise to indemnity under this Article IX resulting from or arising out of any claim or Proceeding against an Indemnitee by a person that is not a party hereto, the Indemnitors may, upon notice to the relevant Indemnitee, assume the defense of any such claim or Proceeding if the Indemnitors jointly acknowledge in writing to the relevant Indemnitee the right of such Indemnitee to indemnity pursuant hereto in respect of the entirety of such claim and provide written evidence reasonably satisfactory to such Indemnitee that such Indemnitors have the financial wherewithal to defend and pay such claim in full. If the Acquiror is subject Indemnitors assume the defense of any such claim or Proceeding, the Indemnitors shall select counsel reasonably acceptable to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror shall have the right in its sole discretion such Indemnitee to conduct the defense of such claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnitors shall have assumed the defense of any claim or Proceeding in accordance with this Section 9.04, the Indemnitors shall be authorized to settle consent to a settlement of, or resolve the entry of any judgment arising from, any such claim (and or Proceeding, without the costs and expenses incurred by Acquiror in connection with prior written consent of such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)Indemnitee; provided, however, that Acquiror the Indemnitors shall not settle have paid or resolve caused to be paid all amounts arising out of such claim without settlement or judgment concurrently with the prior written consent of effectiveness thereof; provided further, that the Shareholders’ Agent, which consent Indemnitors shall not be unreasonably withheld, conditioned authorized to encumber any of the assets of any Indemnitee or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to agree to any restriction that would apply to any Indemnitee or to the third-party claim to the extent that receipt conduct of such documents does not affect any privilege relating to any Indemnified Person Indemnitee's business; and shall be entitledprovided further, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after that a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented condition to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by be a final non-appealable court order complete release of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages Indemnitee with respect to such settlement claim. Such Indemnitee shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnitors in the defense of any claim or resolution provided such recovery is otherwise Proceeding being defended by the Indemnitors pursuant to this Clause (d). If the Indemnitors do not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms and provisions of this Article IXClause (d), such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the same to the Indemnitors, on such terms as such Indemnitee may deem appropriate. If the Indemnitors seek to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, the Indemnitors shall have the burden to prove by a preponderance of the evidence that such Indemnitee did not defend such claim or Proceeding in a reasonably prudent manner.

Third Party Claims. If any action, suit, investigation or proceeding shall be threatened or commenced in respect of which the Acquiror party to be indemnified under either Section 8.1 or 8.2 ("Indemnitee") may demand indemnification under Section 8.1 or 8.2 herein, Indemnitee shall notify the party who is obligated to indemnify ("Indemnitor") to that effect with reasonable promptness after the commencement of that action, suit, proceeding or investigation, and Indemnitor shall have the opportunity to defend against such action, suit, proceeding or investigation, subject to Indemnifiable Damages the limitations set forth below. If Indemnitor elects to defend against any action, suit, proceeding or has otherwise properly delivered an Officer’s Certificate investigation, Indemnitor shall notify Indemnitee to the Shareholders’ Agent in accordance that effect with Section 9.5 hereof with respect to a third party claim, Acquiror reasonable promptness. Indemnitee shall have the right to employ its own counsel and participate in its sole discretion to conduct the defense of and to settle or resolve any such claim (and case, but the costs fees and expenses incurred of counsel shall be at the expense of Indemnitee unless (i) the employment of such counsel at the expense of Indemnitor shall have been authorized in writing by Acquiror Indemnitor in connection with such defensethe defense of the action, settlement suit, proceeding or resolution investigation or (including reasonable legal feesii) Indemnitor shall have decided not to defend against the action, other professionals’ suit, proceeding or investigation, in either of these cases Indemnitor shall not have the right to direct the defense of the action, suit, proceeding or investigation on behalf of Indemnitee and experts’ the fees and court expenses relating to such action, suit, proceeding or arbitration costs) investigation shall be included in borne by Indemnitor. Any party granted the Indemnifiable Damages for which Acquiror may seek indemnification right to direct the defense of a claim pursuant to a claim made hereunder); provided, however, that Acquiror this Article 8 shall not settle or resolve such claim without (i) keep the prior written consent other fully informed of the Shareholders’ Agentaction, which consent shall suit, proceeding or investigation at all stages thereof whether or not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive represented and (ii) promptly submit to the other copies of all pleadings, notices responsive pleadings, motions and communications with respect to the third-party claim to the extent that receipt of such other similar legal documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except papers received in connection with the prior written consent of the Shareholders’ Agentaction, which consent shall not be unreasonably withheldsuit, conditioned proceeding or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXinvestigation.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a Claim by a third party claimis made against an indemnified Person hereunder, Acquiror and if such indemnified Person intends to seek indemnity with respect thereto under this Article, such indemnified Person shall promptly notify the indemnifying Person in writing of such Claims setting forth such Claims in reasonable detail, provided that failure of such indemnified Person to give prompt notice as provided herein shall not relieve the indemnifying Person of any of its obligations hereunder, except to the extent that the indemnifying Person is materially prejudiced by such failure. The indemnifying Person shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the right reasonable approval of such indemnified Person, and at its own expense, the settlement or defense thereof, and the indemnified Person shall cooperate with it in its sole discretion to conduct connection therewith; PROVIDED, HOWEVER, that the indemnified Person may participate in such settlement or defense through counsel chosen by such indemnified Person, provided that the fees and expenses of such counsel shall be borne by such indemnified Person. If the indemnifying Person shall assume the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defensea Claim, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror it shall not settle or resolve such claim Claim without the prior written consent of the Shareholders’ Agentindemnified Person, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies unless (i) such settlement includes as an unconditional term thereof the giving by the claimant of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense a release of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages from all Liability with respect to such Claim or (ii) such settlement does not involve the imposition of equitable remedies or resolution provided the imposition of any material obligations on such recovery indemnified Person other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying Person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified Person shall be borne by such indemnified Person unless there exists a material conflict between them as to their respective legal defenses (other than one that is otherwise of a monetary nature), in accordance with which case the terms indemnified Person shall be entitled to retain one law firm as its separate counsel, the reasonable fees and provisions expenses of which shall be reimbursed by the indemnifying Person. If the indemnifying Person does not notify the indemnified Person within twenty (20) days after the receipt of the indemnified Person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified Person shall have the right to contest, settle or compromise the Claim but shall not thereby waive any right to indemnity therefor pursuant to this Article IXAgreement.

Third Party Claims. If 8.4.1 Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of any action or the assertion of any claim, liability or obligation by a third party (whether by legal process or otherwise), against which claim, Acquiror liability or obligation the other party to this Agreement (hereinafter the "Indemnitor") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a claim thereon is to be, or may be, made against the Indemnitor, notify the Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such claim, process and all loyal pleadings. The Indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The Indemnitor shall have the right to settle assume the defense of such action unless such action (i) may result in injunctions or resolve any such claim other equitable remedies in respect of the Indemnitee or its business; (ii) may result in liabilities which, taken with other than existing claims under this Article VIII, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the Indemnitee after the Effective Date (including an effect on the tax liabilities, earnings or ongoing business relationships of the Indemnitee). The Indemnitor and the costs Indemnitee shall cooperate in the defense of such claims. In the case that the Indemnitor shall assume or participate in the defense of such proceeding as provided herein, the Indemnitee shall make available to Indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such proceeding in a timely manner. If the Indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the Indemnitor has agreed to indemnify the Indemnitee under this Agreement, the Indemnitor will promptly reimburse the Indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including reasonable legal fees and expenses) incurred by Acquiror such Indemnitee in connection with such defense, settlement obligation or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant liability subject to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXVIII hereof.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to event Acquirer becomes aware of a claim by a third party claim(a “Third-Party Claim”) that Acquirer in good faith believes may result in a claim for Indemnifiable Damages by or on behalf of an Indemnified Person, Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim Third-Party Claim (and the costs and expenses incurred by Acquiror Acquirer in connection with such defense, settlement or resolution (including reasonable attorneys’ fees (other than those of in-house legal feescounsel), other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder, and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 8.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from or was in connection with a matter listed in Section 8.2); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The ShareholdersStockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the thirdsuch Third-party claim Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claimPerson. However, except Acquirer shall have the right in its sole discretion to determine and conduct, the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim. Unless otherwise consented to in writing in advance by Acquirer in its sole discretion, the Stockholders’ Agent and its Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the prior written consent settlement, adjustment or compromise thereof). Solely to the extent that either the Stockholders’ Agent has consented to the amount of the Shareholders’ Agent, any settlement or resolution by Acquirer of any such claim (which consent shall not be unreasonably withheld, conditioned or delayed withheld and which consent shall be deemed to have been given unless the ShareholdersStockholders’ Agent shall have objected within [***] 30 days after a written request for such consent therefor by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolutionAcquirer), or if the ShareholdersStockholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed withheld its consent to the amount of any such settlement or resolution, neither the ShareholdersStockholders’ Agent nor any Closing Company Shareholder Converting Holder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX VIII to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided resolution. If the Stockholders’ Agent reasonably objects to any such recovery is otherwise settlement, the existence or amount of Indemnifiable Damages shall be determined in accordance with the terms and provisions of this Article IXSection 8.6.

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "INDEMNITEE") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "INDEMNITOR") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against the indemnitor, promptly notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. After notice of a Claim, the indemnitor shall have the right to settle assume the defense of such action, with counsel reasonably satisfactory to the indemnitee, unless such action (i) may reasonably be expected to result in injunctions or resolve any such claim other equitable remedies in respect of the indemnitee or its business; (ii) may reasonably be expected to result in liabilities which, taken with other then existing Claims under this ARTICLE VII, would not be fully indemnified hereunder; or (iii) may reasonably be expected to have a material adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the costs indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such indemnitee in connection with such defenseobligation or liability subject to this ARTICLE VII. Prior to paying or settling any Claim against which an indemnitor is, settlement or resolution (including reasonable legal feesmay be, other professionals’ and experts’ fees and obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or arbitration costs) shall be included in decree holding the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve indemnitee liable on such claim without or failing such judgment or decree, and must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have the right to settle any Claim against it, subject to the prior written consent approval of the Shareholders’ Agentindemnitee, which consent approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own counsel in any case, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices but the fees and communications with respect to the third-party claim to the extent that receipt expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense the expense of the third-party claim or settlement negotiations with respect to indemnitee unless (a) the third-party claim. However, except with the prior written consent employment of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent counsel shall have been determined authorized in writing by a final non-appealable court order the indemnitor in connection with the defense of a court such action or Claim, (b) the indemnitor shall not have employed, or is prohibited under this SECTION 7.6 from employing, counsel in the defense of competent jurisdiction to have unreasonably withheldsuch action or Claim, conditioned or delayed its consent to any (c) such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder 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 power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf which events such reasonable fees and expenses of any Indemnified Person against the applicable Escrow Fund not more than one additional counsel for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with indemnified parties shall be borne by the terms and provisions of this Article IXindemnitor.

Third Party Claims. If the Acquiror any investigation, action or other proceeding (each a "Proceeding") is subject initiated against any Seller Indemnitee or Buyer Indemnitee (each an "Indemnitee") by any third party and such Indemnitee intends to Indemnifiable Damages seek indemnification from Seller or has otherwise properly delivered Buyer (each an Officer’s Certificate "Indemnitor"), as applicable, under this Article on account of its involvement in such Proceeding, then such Indemnitee will give prompt notice to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect applicable Indemnitor of such Proceeding; provided, that the failure to a third party claimso notify such Indemnitor will not relieve such Indemnitor of its obligations under this Article, Acquiror shall have but will reduce such obligations by the right in its sole discretion to conduct the defense amount of and to settle damages or resolve any such claim (and the increased costs and expenses incurred by Acquiror in connection with attributable to such failure to give notice. Upon receipt of such notice, such Indemnitor will diligently defend against such Proceeding on behalf of such Indemnitee at its own expense using counsel reasonably acceptable to such Indemnitee; provided, that if such Indemnitor fails or refuses to conduct such defense, settlement or resolution (including reasonable legal feessuch Indemnitee has been advised by counsel that it may have defenses available to it which are different from or in addition to those available to such Indemnitor, or that its interests in such Proceeding are adverse to such Indemnitor's interests, then such Indemnitee may defend against such Proceeding at such Indemnitor's expense. Such Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other professionals’ at its own expense, and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall will not settle or resolve such claim any Proceeding without the prior written consent of the Shareholders’ Agentother, which consent shall will not be unreasonably withheld; provided, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to that the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of an Indemnitor is not required if such Indemnitor failed or refused to defend the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed Indemnitee in the Proceeding that is being settled. Such Indemnitor and which shall be deemed to have been given unless Indemnitee will cooperate with each other in the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror conduct of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXProceeding.

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "indemnitor") is, or may be required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against the indemnitor, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. the indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The indemnitor shall have the right to settle assume the defense of such action unless such action (i) may result in injunction or resolve any such claim other equitable remedies in respect of the indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this Article IX, would not be fully indemnified hereunder; or (iii) may have a material adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the costs indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such indemnitee in connection with such defenseobligation or liability subject to this Article IX. Prior to paying or settling any Claim against which an indemnitor is, settlement or resolution (including reasonable legal feesmay be, other professionals’ and experts’ fees and obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or arbitration costs) shall be included in decree holding the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve indemnitee liable on such claim without or failing such judgment or decree, and must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have the right to settle any Claim against it, subject to the prior written consent approval of the Shareholders’ Agentindemnitee, which consent approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own counsel in any case, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices but the fees and communications with respect to the third-party claim to the extent that receipt expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense the expense of the third-party claim or settlement negotiations with respect to indemnitee unless (a) the third-party claim. However, except with the prior written consent employment of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent counsel shall have been determined authorized in writing by a final non-appealable court order the indemnitor in connection with the defense of a court such action or Claim, (b) the indemnitor shall not have employed, or is prohibited under this Section 9.4 from employing, counsel in the defense of competent jurisdiction to have unreasonably withheldsuch action or Claim, conditioned or delayed its consent to any (c) such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder 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 power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf which events such fees and expenses of any Indemnified Person against the applicable Escrow Fund not more than one additional counsel for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with indemnified parties shall be borne by the terms and provisions of this Article IXindemnitor.

Third Party Claims. If In the Acquiror is subject event a Parent Indemnified Person becomes aware of a third-party claim which such party believes may result in a demand against the Indemnity Portion of the Escrow Fund, Parent shall promptly notify the Stockholders' Agent of such claim in writing (such notification including a description of the nature and the basis of such claim), and the Stockholders' Agent, on behalf of the Company Equityholders for whom shares of Series G Stock (or other such shares of Parent capital stock or other property) otherwise issuable to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate them are deposited in the Indemnity Portion of the Escrow Fund, shall be entitled to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror shall have the right in its sole discretion to conduct assume the defense of and such claim. Failure by the Stockholders' Agent to settle or resolve notify Parent of its election to defend any such claim (and within a reasonable time, but in no event more than ten days after notice thereof shall have been given to the costs and expenses incurred by Acquiror in connection with such defenseStockholders' Agent, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included deemed a waiver by the Stockholders' Agent of its right to defend such claim. If Stockholders' Agent elects to defend such claim, Parent may participate, at its expense, in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve defense of such claim without provided that the Stockholders' Agent shall direct and control the defense of such claim. The Stockholders' Agent shall not, in the defense of such claim, consent to the entry of any judgment or award, or enter into any settlement, except in either event with the prior written consent of Parent (which consent will not be unreasonably withheld). Reasonable attorneys fees and other reasonable expenses incurred by Stockholder's Agent shall be recoverable against the Shareholders’ AgentIndemnity Portion of the Escrow Fund prior to any distribution to the Company Equityholders. For any claims against which the Stockholders' Agent has not assumed the defense, Parent shall have the right, subject to consent by the Stockholders' Agent (which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense), to participate in, but not to determine or conduct, settle any defense of the third-party claim or settlement negotiations with respect to the third-party such claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Stockholders' Agent has consented to any such settlement or resolutionsettlement, or if the Shareholders’ Stockholders' Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any no power or authority to object under Section 9.6 or any other provision of this Article IX Section 9 to recovery by or on behalf the amount of any claim by the Parent Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXsettlement.

Third Party Claims. In order for a party (the “indemnitee”) to be entitled to any indemnification provided for under this Agreement with respect to, arising out of, or involving a claim or demand made by any Person against the indemnitee (a “Third-Party Claim”), such indemnitee must notify the party from whom indemnification hereunder is sought (the “indemnitor”) in writing of the Third-Party Claim no later than thirty (30) days after such claim or demand is first asserted. Such notice shall state in reasonable detail the amount or estimated amount of such claim, and shall identify the specific basis (or bases) for such claim, including the representations, warranties, covenants or obligations in this Agreement alleged to have been breached. Failure to give such notification shall not affect the indemnification provided hereunder except and only to the extent the indemnitor shall have been actually prejudiced as a result of such failure. Thereafter, the indemnitee shall deliver to the indemnitor, without undue delay, copies of all notices and documents (including court papers received by the indemnitee) relating to the Third-Party Claim so long as any such disclosure could not reasonably be expected to have an adverse effect on the attorney-client or any other privilege that may be available to the indemnitee in connection therewith. If a Third-Party Claim is made against an indemnitee, the Acquiror indemnitor shall be entitled to participate, at its expense, in the defense thereof. Notwithstanding the foregoing, if the indemnitor irrevocably admits to the indemnitee in writing its obligation to indemnify the indemnitee for all liabilities and obligations relating to such Third-Party Claim, the indemnitor may elect to assume and control the defense thereof with counsel selected by the indemnitor at the indemnitor’s expense; provided, that if the indemnitor is a Seller or Beneficial Seller, such indemnitor shall not have the right to assume or control the defense thereof of any such Third-Party Claim that (x) is asserted directly or indirectly by or on behalf of a Person that is a landlord, supplier or customer of any of the Acquired Companies if in the reasonable judgment of the indemnitee (which may be asserted at any time) the indemnitor’s defense thereof could reasonably be expected to have a material adverse effect on the indemnitee’s relationship with such landlord, supplier or customer or (y) is subject to Indemnifiable Damages or has otherwise properly delivered the limitation set forth in the first sentence of Section 9.2(c) and asserts an Officer’s Certificate amount of Losses which, when taken together with all amounts paid to Buyer Indemnitees for resolved indemnification claims pursuant to this Agreement that are subject to the Shareholders’ Agent limitation set forth in accordance with the first sentence of Section 9.5 hereof with respect 9.2(c) and the maximum aggregate amount of Losses alleged in all other unresolved indemnification claims pursuant to a third party claimthis Agreement that are subject to the limitation set forth in the first sentence of Section 9.2(c), Acquiror exceeds $7,000,000. If the indemnitor assumes such defense, the indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its sole discretion own expense, separate from the counsel employed by the indemnitor, it being understood that the indemnitor shall control such defense; provided, that if in the reasonable opinion of counsel of the indemnitee, (i) there are legal defenses available to conduct an indemnitee that are different from or additional to those available to the indemnitor or (ii) there exists a conflict of interest between the indemnitor and indemnitee that cannot be waived, the indemnitor shall be liable for the reasonable legal fees and expenses of one separate counsel to all of the applicable indemnitees in addition to one local counsel in each jurisdiction that may be necessary or appropriate. If the indemnitor so assumes the defense of and to settle or resolve any such claim (and Third-Party Claim, all of the costs and expenses incurred by Acquiror in connection indemnified parties shall reasonably cooperate with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included the indemnitor in the Indemnifiable Damages for defense or prosecution thereof. Such cooperation shall include, at the expense of the indemnitor, the retention and (upon the indemnitor’s request) the provision to the indemnitor of records and information which Acquiror may seek indemnification pursuant are reasonably relevant to such Third-Party Claim, and making employees available on a claim made mutually convenient basis to provide additional information and explanation of any material provided hereunder); provided. If the indemnitor has assumed the defense of a Third-Party Claim, however, that Acquiror (i) the indemnitee shall not settle admit any liability with respect to, or resolve settle, compromise or discharge, such claim Third-Party Claim without the indemnitor’s prior written consent of the Shareholders’ Agent, (which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Shareholders’ Agent ); (ii) the indemnitee shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating agree to any Indemnified Person settlement, compromise or discharge of a Third-Party Claim which the indemnitor may recommend and which by its terms unconditionally releases the indemnitee from all liabilities and obligations in connection with such Third-Party Claim; and (iii) the indemnitor shall be entitlednot, at its expense, to participate in, but not to determine or conduct, any defense of without the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agentindemnitee, which enter into any settlement, compromise or discharge or consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror entry of any claim that gives rise judgment which imposes any obligation or restriction upon the indemnitee. If the indemnitor does not or fails to a claim against such applicable Escrow Fund by promptly assume or on behalf control the defense of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolutionThird-Party Claim, or if fails to diligently prosecute the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf defense of any Indemnified Person against Third-Party Claim (as reasonably determined), the applicable Escrow Fund indemnitee may pay, compromise or defend such Third-Party Claim and seek indemnification for the Indemnifiable Damages with respect to any Losses based upon, resulting from or arising out of such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXThird-Party Claim.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a case of third party claimclaims for which indemnification is sought, Acquiror the Indemnitor shall have the right in its sole discretion option (A) to conduct the defense of and any proceedings or negotiations in connection therewith, (B) to take all other steps to settle or resolve defend any such claim (PROVIDED that the Indemnitor shall not, without the consent of the Indemnitee, settle any such claim (x) on terms which provide for (i) a criminal sanction or fine, (ii) injunctive relief or (iii) monetary damages in excess of the then value of the Ceppeto Members' Equity Interest (to the extent then pledged to the BP Member pursuant to SECTION 13.5(e) and (y) unless such settlement includes a full and unconditional release of the Indemnitee from all such claims, at no cost or other liability or obligation of the Indemnitee), and (C) to employ counsel, which counsel shall be selected by Indemnitee and shall be reasonably acceptable to the Indemnitor, to contest any such claim or liability in the name of the Indemnitor. In all such events, the Indemnitee shall be entitled to be represented by separate counsel at the Indemnitor's expense. So long as the Indemnitor has assumed defense of an action or claim, such action or claim shall not be settled without the Indemnitor's consent, which shall not unreasonably be withheld. The Indemnitor shall, within five (5) Business Days of receipt of the Notice of Claim, notify the Indemnitee of its intention to assume the defense of such claim. Until the Indemnitee has received notice of the Indemnitor's election whether to defend any claim, the Indemnitee shall take reasonable steps to defend (but may not settle) such claim. If the Indemnitor shall decline to assume the defense of any such claim, or shall fail to notify the Indemnitee within five (5) Business Days after receipt of the Notice of Claim of the Indemnitor's election to defend such claim, the Indemnitee may defend against and/or settle such claim. The costs and expenses incurred by Acquiror of all proceedings, contests, lawsuits and/or settlements in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) respect of the claims described in this paragraph shall be included in borne solely by the Indemnifiable Damages for Indemnitor. Regardless of which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror party shall not settle or resolve such claim without assume the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations claim, the parties agree to cooperate fully with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise one another in accordance with the terms and provisions of this Article IXconnection therewith.

Third Party Claims. If (i) Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party claims. Within ten days after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of any (a) tax audit or proceeding for the assessment of tax by any taxing authority or any other proceeding which may result in the imposition of a tax liability or obligation or (b) any action or the assertion of any claim, liability or obligation by a third party (whether by legal process or otherwise), against which claim, Acquiror shall have liability or obligation the right in its sole discretion other party to conduct this Agreement (hereinafter the defense of and "Indemnitor") is, or may be, required under this Agreement to settle or resolve any indemnify such claim (and Indemnitee, the costs and expenses incurred by Acquiror in connection with such defenseIndemnitee will, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to if a claim thereon is to be, or may be, made hereunder)against the Indemnitor, notify the Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such claim, process and all legal pleadings; provided, however, that Acquiror the failure to give such notice shall not settle or resolve such claim without impair the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect right to the third-party claim indemnification to the extent that receipt such failure has not prejudiced the Indemnitor. The Indemnitor shall have the right to participate in the defense of such action with counsel of reputable standing. The Indemnitor shall have the right to assume the defense of such action unless such action (i) may likely result in injunctions or other equitable remedies in respect of the Indemnitee or its business; (ii) may result in liabilities which, taken with other then existing claims under this Article VIII, would not be fully indemnified hereunder; or (iii) may likely have a substantial adverse impact on the business or financial condition of the Indemnitee after the Closing Date (including an effect on the tax liabilities, earnings or ongoing business relationships of the Indemnitee) or (vi) is for an alleged amount of less than $5,000. The Indemnitor and the Indemnitee shall cooperate in the defense of such claims. In the case that the Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to the Indemnitor all relevant records and take such other action and sign such documents does not affect any privilege relating as are reasonable necessary to any Indemnified Person and defend such audit, assessment or other proceeding in a timely manner. If the Indemnitee shall be entitledrequired by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the Indemnitor has agreed to indemnify the Indemnitee under this Agreement, at its expensethe Indemnitor shall promptly reimburse the Indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by such Indemnitee in connection with such obligation or liability subject to this Article VIII. No Indemnitor, to participate in, but not to determine or conduct, any in the defense of the third-party claim or settlement negotiations with respect to the third-party any such claim. However, shall, except with the prior written consent of the Shareholders’ AgentIndemnitee, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror entry of any claim that gives rise to a claim against such applicable Escrow Fund judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating plaintiff to such matterIndemnitee of a release from all liability with respect to such claim. In the event that the Shareholders’ Agent has consented Indemnitor does not accept the defense of any matter for which it is entitled to assume such defense as above provided, the Indemnitee shall have the full right to defend against any such claim, and shall be entitled to settle or agree to pay in full such claim or demand, in its sole discretion. With respect to any such matter as to which the Indemnitor is not entitled to assume the defense pursuant to the terms of this paragraph, the Indemnitee shall not enter into any settlement or resolutionfor which an indemnification claim will be made hereunder without the approval of the Indemnitor, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have which will not be unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX.

Third Party Claims. In order for a party (the “indemnitee”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of, or involving a claim or demand made by any Person against the indemnitee (a “Third-Party Claim”), such indemnitee must notify the party from whom indemnification hereunder is sought (the “indemnitor”) in writing of the Third-Party Claim within the time period prescribed in Sections 8.2(a) or 8.4(a), as applicable, no later than thirty (30) days after such claim or demand is first asserted. Such notice shall state in reasonable detail the amount or estimated amount of such claim, and shall identify the specific basis (or bases) for such claim, including the representations, warranties or covenants in this Agreement alleged to have been breached. Failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnitor shall have been actually prejudiced as a result of such failure or such notice is given after the dates set forth in Sections 8.2(a) or 8.4(a), as applicable. Thereafter, the indemnitee shall deliver to the indemnitor, without undue delay, copies of all notices and documents (including court papers received by the indemnitee) relating to the Third-Party Claim so long as any such disclosure could not reasonably be expected to have an adverse effect on the attorney-client or any other privilege that may be available to the indemnitee in connection therewith. If a Third-Party Claim is made against an indemnitee, the indemnitor shall be entitled to participate, at its expense, in the defense thereof, with counsel of its choice reasonably satisfactory to the indemnitee; provided that the indemnitor conducts the defense of such Third-Party Claim actively and diligently. Notwithstanding the foregoing, if the indemnitor irrevocably admits to the indemnitee in writing its obligation to indemnify the indemnitee for all liabilities and obligations relating to such Third-Party Claim, the indemnitor may elect to assume and control the defense thereof with counsel selected by the indemnitor. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to indemnitor assumes such defense, the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its sole discretion to conduct own expense, separate from the counsel employed by the indemnitor, it being understood that the indemnitor shall control such defense. If the indemnitor so assumes the defense of and to settle or resolve any such claim (and Third-Party Claim, all of the costs and expenses incurred by Acquiror in connection indemnified parties shall reasonably cooperate with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included the indemnitor in the Indemnifiable Damages for defense or prosecution thereof. Such cooperation shall include, at the expense of the indemnitor, the retention and (upon the indemnitor’s request) the provision to the indemnitor of records and information which Acquiror may seek indemnification pursuant are reasonably relevant to such Third-Party Claim, and making employees available on a claim made mutually convenient basis to provide additional information and explanation of any material provided hereunder); provided. If the indemnitor has assumed the defense of a Third-Party Claim, however, that Acquiror (i) the indemnitee shall not settle admit any liability with respect to, or resolve settle, compromise or discharge, such claim Third-Party Claim without the indemnitor’s prior written consent of the Shareholders’ Agent, (which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Shareholders’ Agent ); (ii) the indemnitee shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating agree to any Indemnified Person settlement, compromise or discharge of a Third-Party Claim which the indemnitor may recommend and which by its terms releases the indemnitee from any liability in connection with such Third-Party Claim; and (iii) the indemnitor shall be entitlednot, at its expense, to participate in, but not to determine or conduct, any defense of without the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agentindemnitee, which enter into any settlement, compromise or discharge or consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror entry of any claim that gives rise to a claim against such applicable Escrow Fund by judgment which imposes any obligation or on behalf of an Indemnified Person shall be determinative of restriction upon the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXindemnitee.

Third Party Claims. If Except as otherwise provided in this ------------------- Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a third Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third-party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "indemnitor") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against the indemnitor, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The indemnitor shall have the right to settle assume the defense of such action unless such action (i) may result in injunctions or resolve any such claim other equitable remedies in respect of the indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this Article XI, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the costs indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in any amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such indemnitee in connection with such defenseobligation or liability subject to this Article XI. Prior to paying or settling any Claim against which an indemnitor is, settlement or resolution (including reasonable legal feesmay be, other professionals’ and experts’ fees and obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or arbitration costs) shall be included in decree holding the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve indemnitee liable on such claim without or failing such judgment or decree, must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have the right to settle any Claim against it, subject to the prior written consent approval of the Shareholders’ Agentother, which consent approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own counsel in any case, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices but the fees and communications with respect to the third-party claim to the extent that receipt expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense the expense of the third-party claim or settlement negotiations with respect to indemnitee unless (a) the third-party claim. However, except with the prior written consent employment of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent counsel shall have been determined authorized in writing by a final non-appealable court order the indemnitor in connection with the defense of a court such action or Claim, (b) the indemnitor shall not have employed counsel in the defense of competent jurisdiction to have unreasonably withheldsuch action or Claim, conditioned or delayed its consent to any (c) such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder 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 power or authority to object of which events such fees and expenses of not more than one additional counsel for the indemnified parties shall be borne by the indemnitor. Any and all Claims made by the Purchaser against the Seller for indemnification under Section 9.6 or any other provision of this Article IX XI may be, but are not required to recovery be, settled by or on behalf of any Indemnified Person against payment from the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXAccount.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a case of any third party claim, Acquiror ------------------ action or suit as to which indemnification is sought, the indemnifying person shall have the right in its sole discretion at any time to notify the indemnified person that it elects to conduct and control such action or suit. If the defense indemnifying person does not give the foregoing notice and/or until the indemnifying party gives such notice, the indemnified person shall have the right to defend and contest such action or suit in the exercise of its exclusive discretion and to settle or resolve compromise such suit, subject to the provisions of the last sentence of Section 12.04. The indemnifying person shall, upon request from any indemnified person, promptly pay to such claim indemnified person in accordance with the other terms of this Article XII the amount of any Damages. If the indemnifying person gives the foregoing notice, the indemnifying person shall have the right to undertake, conduct and control, through counsel of its own choosing and at the sole expense of the indemnifying person, the conduct and settlement of such action or suit (and other than a settlement which requires or prohibits any action on the costs and expenses incurred by Acquiror part of, or involves any admission by, the indemnified person, in connection with which event the consent of such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) indemnified person shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); providedrequired, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent but shall not be unreasonably withheld), conditioned and the indemnified person shall cooperate with the indemnifying person in connection with any such action or delayed. The Shareholders’ Agent suit; provided, that (x) the indemnifying person shall receive copies permit the indemnified person to participate in such conduct or settlement through counsel chosen by the indemnified person, but the fees and expenses of all pleadingssuch counsel shall be borne, notices after the indemnifying person has given notice that it elects to conduct and communications with respect control such action or suit, by the indemnified person and (y) the indemnifying person shall agree promptly to the third-party claim reimburse to the extent that receipt required under this Article XII the indemnified person for the full amount of any Damages resulting from such action or suit, except fees and expenses of counsel for the indemnified person incurred after the assumption of the conduct and control of such documents does not affect action or suit by the indemnifying person. So long as the indemnifying person is contesting any privilege relating to any Indemnified Person and shall be entitledsuch action or suit in good faith, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent indemnified person shall not be unreasonably withheld, conditioned pay or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to settle any such settlement action or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXsuit.

Third Party Claims. If In the event Acquiror is subject to Indemnifiable Damages becomes aware of a third-party claim which Acquiror in good faith believes may result in a claim against the Holdback Fund by or has otherwise properly delivered on behalf of an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claimIndemnified Person, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and claim. It is hereby clarified that the reasonable costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that, with respect to any third party claims for patent infringement asserted by non-practicing entities (NPEs), for which Acquiror asserts a claim against the Holdback Fund by or on behalf of an Indemnified Person in respect of an alleged breach of any representations, warranties, covenants and other agreements of Company and/or Parent (“NPE Claims”), unless a court of competent jurisdiction has determined, or the Stockholders’ Agent has otherwise agreed in writing, that an actual breach of any such representation, warranty, covenant or other agreement by Company and/or Parent has occurred, the costs and expenses attributable to the defense, settlement or resolution of any such NPE Claims (“NPE Claim Costs”) shall be included in the Indemnifiable Damages for which Acquiror shall not settle may seek indemnification pursuant to a claim made hereunder only when, and solely to the extent that (i) in any individual case or resolve controversy, the NPE Claim Costs exceed $250,000 in the aggregate (the “Individual NPE Claim Threshold”) or (ii) the NPE Claim Costs of all such claim without NPE Claims exceeds $500,000 in the prior written consent aggregate (the “Aggregate NPE Claims Threshold”) irrespective of whether NPE Claim Costs of any individual NPE Claim exceed the Individual NPE Claim Threshold. Once the Individual NPE Claims Threshold is exceeded with respect to an individual case or controversy, all of such costs and expenses in excess of the Shareholders’ AgentIndividual NPE Claims Threshold for such NPE Claim shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder. Once the Aggregate NPE Claims Threshold is exceeded, all of such costs and expenses in excess of the Aggregate NPE Claims Threshold shall be included in the Indemnifiable Damages for which consent shall not be unreasonably withheld, conditioned or delayedAcquiror may seek indemnification pursuant to a claim made hereunder. The ShareholdersStockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the ShareholdersStockholders’ Agent, which such consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the ShareholdersStockholders’ Agent shall have objected within [***] 15 days after a written request for such consent by AcquirorAcquiror or if the Stockholders’ Agent shall have been determined to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow the Holdback Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the ShareholdersStockholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the ShareholdersStockholders’ Agent nor any Closing Company Shareholder Stockholder or Parent Member shall have any power or authority to object under Section 9.6 8.5 or any other provision of this Article IX ARTICLE 8 to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Holdback Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. If any investigation, action or other proceeding (each a “Proceeding”) is initiated against any Seller Indemnitee by any third party and such Seller Indemnitee intends to seek indemnification from the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered Sellers (each an Officer’s Certificate “Indemnitor”), as applicable, under this Article on account of its involvement in such Proceeding, then such Indemnitee will give prompt notice to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror shall have the right in its sole discretion to conduct the defense applicable Indemnitor of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)Proceeding; provided, howeverthat the failure to so notify such Indemnitor will not affect such Indemnitor’s obligations under this Article, except to the extent the Indemnitor is prejudiced thereby. Upon receipt of such notice, such Indemnitor may undertake and control the defense against such Proceeding if the Indemnitor admits that Acquiror shall not settle or resolve it has an indemnification obligation hereunder in which case such claim without Indemnitor will diligently defend against such Proceeding on behalf of such Seller Indemnitee using counsel reasonably acceptable to such Seller Indemnitee and will pay all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. With the prior written consent of the Shareholders’ AgentSeller Indemnitee, the Indemnitor may defend against such Proceeding without admitting that it has an indemnification obligation hereunder, provided, in each case that if such Indemnitor fails or refuses to conduct such defense, then such Seller Indemnitee may defend against such Proceeding at such Indemnitor’s expense. Such Indemnitor or Seller Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense, and will not settle any Proceeding without the prior consent of the other, which consent shall will not be unreasonably withheld; provided, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to that the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of an Indemnitor is not required if such Indemnitor failed or refused to defend the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed Seller Indemnitee in the Proceeding that is being settled. Such Indemnitor and which shall be deemed to have been given unless Seller Indemnitee will cooperate with each other in the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror conduct of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXProceeding.

Third Party Claims. If Any Person making a claim for indemnification under this Section 7.2 (an “Indemnitee”) shall notify the Acquiror is subject indemnifying party (an “Indemnitor”) of the claim in writing promptly after receiving written notice of any action, lawsuit, proceeding, investigation or other claim (a “Proceeding”) against it (if by a third party), describing the claim, the amount thereof (if known and quantifiable) and the basis thereof; provided, that the failure to Indemnifiable Damages or has otherwise properly delivered so notify an Officer’s Certificate Indemnitor shall not relieve the Indemnitor of its obligations hereunder unless and to the Shareholders’ Agent extent the Indemnitor shall be actually prejudiced by such failure to so notify. Any Indemnitor shall be entitled to participate in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror shall have the right in its sole discretion to conduct the defense of such Proceeding giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option (subject to settle the limitations set forth below) shall be entitled to assume the defense thereof (including as it relates to the posting of any bond or resolve the making of any such claim (and the costs and expenses incurred by Acquiror guarantee in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall by appointing a reputable counsel reasonably acceptable to the Indemnitee to be included the lead counsel in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)connection with such defense; provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim Indemnitor assuming control of such defense, Indemnitor shall (x) first demonstrate to the extent that receipt of such documents does not affect any privilege relating Indemnitee in writing (A) the Indemnitor’s financial ability to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect provide full indemnification to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages Indemnitee with respect to such settlement or resolution provided Proceeding and (B) that, assuming the Indemnitor were to become obligated to indemnify the Indemnitee hereunder in respect of the estimated amount of the Loss relating to such recovery is otherwise Proceeding (determined in accordance with good faith based upon all of the terms information pertaining to the Proceeding available at such time), the Indemnitor (after giving effect to the any applicable limitations on indemnification in Section 6.2(c)) would be responsible for more of the Loss than the Indemnitee in the event such Proceeding were determined in an adverse manner to the Indemnitor and provisions of the Indemnitee and (y) unconditionally agree in writing to be fully responsible for all Losses indemnifiable pursuant to this Article IX.VI relating to such Proceeding; and provided further, that:

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "indemnitor") is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be, or may be, made against the indemnitor, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The indemnitor shall have the right to settle assume the defense of such action unless such action (i) may result in injunctions or resolve any such claim other equitable remedies in respect of the indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this Article XI, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the costs indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including reasonable legal fees and expenses) incurred by Acquiror such indemnitee in connection with such defenseobligation or liability subject to this Article XI. Prior to paying or settling any Claim against which an indemnitor is, settlement or resolution (including reasonable legal feesmay be, other professionals’ and experts’ fees and obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or arbitration costs) shall be included in decree holding the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve indemnitee liable on such claim without or failing such judgment or decree, and must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor shall have the right to settle any Claim against it, subject to the prior written consent approval of the Shareholders’ Agentindemnitee, which consent approval shall not be unreasonably withheld. An indemnitee shall have the right to employ its own counsel in any case, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices but the fees and communications with respect to the third-party claim to the extent that receipt expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense the expense of the third-party claim or settlement negotiations with respect to indemnitee unless (a) the third-party claim. However, except with the prior written consent employment of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent counsel shall have been determined authorized in writing by a final non-appealable court order the indemnitor in connection with the defense of a court such action or Claim, (b) the indemnitor shall not have employed, or is prohibited under this Section 11.4 from employing, counsel in the defense of competent jurisdiction to have unreasonably withheldsuch action or Claim, conditioned or delayed its consent to any (c) such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder 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 power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf which events such reasonable fees and expenses of any Indemnified Person against the applicable Escrow Fund not more than one additional counsel for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with indemnified parties shall be borne by the terms and provisions of this Article IXindemnitor.

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification pursuant to this Article XII relating to or arising out of Claims, actions or omissions by authorities, or other third parties. Promptly after receipt by the party seeking indemnification hereunder (hereinafter the "indemnitee") of notice of the commencement of any (a) tax audit or proceeding for the assessment of any Tax by any Taxing authority or any other proceeding likely to result in the imposition of a liability or obligation for Taxes or (b) any action or the assertion of any Claim, liability or obligation by an authority or a third party (whether by legal process or otherwise), against which Claim, liability or obligation a party under Sections 11.2 and/or 11.3 (hereinafter the "indemnitor") that is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a claim thereon is to be, or may be, made against the indemnitor pursuant to this Article XII, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such claim, Acquiror process and all legal pleadings and other written evidence thereof. The indemnitor shall have, in all instances the right to participate in the defense of such action with counsel of reputable standing. The indemnitor shall have the right in its sole discretion to conduct assume the defense of such action unless such action (a) may result in Orders, injunctions or other equitable remedies in respect of the indemnitee or its business; or (b) may result in liabilities which, taken with other then existing claims under this Article XII, would not be fully indemnified hereunder. The indemnitor shall have 10 days, after receipt of notice of such claim, process, legal proceeding and other written notice, to settle assume defense thereof. If the indemnitor does assume such defense, it will, within such 10 days, so notify the indemnitee. If the indemnitor does not assume such defense and so notify the indemnitee, or resolve any if the indemnitor is barred from assuming such claim (defense pursuant to this Section 12.5, then the indemnitee shall assume such defense, subject to the participation of the indemnitor, as provided in this Section 12.5, and the costs indemnitee's reasonable fees and expenses incurred by Acquiror (including reasonable fees and expenses of counsel) in connection with such defense will be borne by the indemnitor. In any case, the indemnitor and indemnitee shall cooperate and assist each other in such defense, and shall make available to the other all records, documents and information (written or otherwise) relevant to such defense. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obliga- tion or resolution liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including reasonable legal fees, other professionals’ and experts’ fees and expenses) incurred by such indemnitee in connection with such obligation or liability, subject to this Article XII. Prior to paying any claim against which an indemnitor is, or may be, obligated under this Agreement to indemnify an indemnitee, the indemnitee must first supply the indemnitor with a copy of a final court judgment or arbitration costs) decree, or evidence of assessment of Taxes or a similar final action by a Taxing authority, holding the indemnitee liable on such Claim or failing such judgment or decree, must first receive the written approval of the terms and conditions of such settlement from the indemnitor. An indemnitor or indemnitee shall be included in have the Indemnifiable Damages authority to settle or compromise any Claim for which Acquiror may seek indemnification it has assumed or conducted the defense pursuant to a claim made hereunder)this Section 12.5; provided, however, provided that Acquiror an indemnitor shall not settle or resolve compromise any such claim Claim if such settlement or compromise would result in an Order, injunction or other equitable remedy in respect of the indemnitee or its business, or would result in liabilities which, taken together with other existing claims under this Article XII, would not be fully indemnified hereunder, in each case, without the prior written consent of the Shareholders’ Agentindemnitee, which consent shall will not be unreasonably withheld. An indemnitee shall have the right to employ its own counsel in any case, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices but the fees and communications with respect to the third-party claim to the extent that receipt expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense the expense of the third-party claim or settlement negotiations with respect to indemnitee, unless (x) the third-party claim. However, except with the prior written consent employment of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent counsel shall have been determined authorized in writing by a final non-appealable court order the indemnitor in connection with the defense of a court such action or claim or (y) the indemnitor shall not have assumed the defense, or shall be barred from assuming the defense, of competent jurisdiction such action or Claim pursuant to have unreasonably withheldthis Section 12.5, conditioned or delayed its consent to any (z) such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder indemnitee shall have reasonably concluded based upon the legal advice of counsel that there may be defenses available to it which are contrary to, or inconsistent with, those available to the indemnitor, in any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf which events such fees and expenses of any Indemnified Person against the applicable Escrow Fund not more than one additional counsel for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with indemnified parties shall be borne by the terms and provisions of this Article IXindemnitor.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a claim by a third party is made against an indemnified Party, and if such indemnified Party intends to seek indemnity with respect thereto hereunder, the indemnified Party shall promptly (and in any case within 30 days of such claim being made and within the period provided in Section 6.5, if applicable) notify the indemnifying Party of such claim. The indemnifying Party shall have 60 days after receipt of such notice to, without reserving any rights, undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the indemnified Party shall cooperate with it in connection therewith; provided that (a) the indemnified Party may take any action necessary to preserve any rights or defenses in connection with a claim prior to the indemnifying Party undertaking the defense thereof; (b) after undertaking the settlement or defense of a claim, Acquiror the indemnifying Party shall have permit the right indemnified Party to participate in its sole discretion such settlement or defense through counsel chosen by the indemnified Party, provided the fees and expenses of such counsel shall be borne by the indemnified Party and (c) the indemnifying Party shall promptly reimburse the indemnified Party for the full amount of any Loss resulting from such claim and all related expenses incurred by the indemnified Party within the limits of this Article 6, including any expenses and attorney fees relating to conduct the defense of the claim prior to the indemnifying Party undertaking the settlement or defense thereof (except for expenses contemplated by clause (b) preceding); and to settle or resolve (d) that any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) defense by the Sellers shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant subject to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agentapproval by Buyer, which consent approval shall not be unreasonably withheld. So long as the indemnifying Party is reasonably contesting any such claim in good faith, conditioned the indemnified Party shall not pay or delayedsettle any such claim. The Shareholders’ Agent Notwithstanding any of the foregoing, the indemnified Party shall receive copies of all pleadingshave the right to pay or settle any such claim, notices and communications with respect provided that in such event it shall waive any right to indemnity therefor by the indemnifying Party. Subject to the third-party claim to limitations set forth in Section 6.5, if the extent that indemnifying Party does not notify the indemnified Party within 60 days after the receipt of such documents does not affect any privilege relating the indemnified Party's notice of claim of indemnity hereunder that it elects to any Indemnified Person and shall be entitledundertake the settlement or defense thereof, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent indemnified Party shall have objected within [***] after a written request the right to contest, settle or compromise the claim in the exercise of its reasonable judgment (but with due regard for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of obtaining the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object most favorable outcome reasonably likely under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX.the

Third Party Claims. In the case of any third party Action as to which indemnification is sought by an Indemnitee, the Indemnitor shall have 20 Business Days after receipt of a Claim Notice to notify the Indemnitee that it elects to conduct and control such Action. If the Acquiror is Indemnitor elects to conduct and control such Action, the Indemnitor shall promptly to reimburse the Indemnitee for the full amount of any Damages resulting from such Action, except fees and expenses of counsel for the Indemnitee incurred after the assumption of the conduct and control of such Action by the Indemnitor. If the Indemnitor does not give the foregoing notice, the Indemnitee shall have the right, at the sole expense of the Indemnitor, to conduct, control, settle and compromise such Action, and the Indemnitor shall cooperate with the Indemnitee in connection therewith, provided, that the Indemnitee shall permit the Indemnitor to participate in such conduct or settlement through counsel chosen by the Indemnitor, but the fees and expenses of such counsel shall be borne by the Indemnitor. If the Indemnitor gives the foregoing notice, subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate the first and second sentences of this Section 9.7, the Indemnitor shall have the right, at the sole expense of the Indemnitor, to conduct and control such Action with counsel reasonably acceptable to the Shareholders’ Agent Indemnitee, and the Indemnitee shall cooperate with the Indemnitor in accordance with Section 9.5 hereof connection therewith, provided, that (x) the Indemnitor shall permit the Indemnitee to participate in such conduct or settlement through counsel chosen by the Indemnitee, but the fees and expenses of such counsel shall be borne by the Indemnitee, and (y) the Indemnitor may not compromise or settle any such Action without the consent of the Indemnitee (which consent will not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law by the Indemnitee or any violation by the Indemnitee of the rights of any Person and such compromise or settlement will have no effect on any other claims that may be made against the Indemnitee, (ii) the sole relief provided is money Damages that are paid in full by the Indemnitor, (iii) the Indemnitee shall have no liability with respect to a third party claim, Acquiror shall have the right any compromise or settlement and (iv) such settlement includes an unconditional release in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent favor of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to Indemnitee by the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages claimant from all liability with respect to such settlement claim. In the case of any third party Action as to which indemnification is sought by the Indemnitee which involves a claim for Damages other than solely for money Damages which could have a continuing effect on the business of the Indemnitee, the Indemnitee and the Indemnitor shall jointly control the conduct of such Action. The parties hereto shall use their reasonable best efforts to minimize any Damages from claims by third parties and shall act in good faith in responding to, defending against, settling or resolution provided otherwise dealing with such recovery is otherwise in accordance with the terms and provisions of claims, notwithstanding any dispute as to liability under this Article IX.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages event Acquirer becomes aware of a third-party claim which Acquirer in good faith believes may result in a claim for indemnification under this Article 8 by or has otherwise properly delivered on behalf of an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claimIndemnified Person, Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror Acquirer in connection with such defense, settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror Acquirer may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The ShareholdersEffective Time Holders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the ShareholdersEffective Time Holders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the ShareholdersEffective Time Holders’ Agent shall have objected within [***] fifteen (15) Business Days after a written request for such consent by AcquirorAcquirer, no settlement or resolution by Acquiror Acquirer of any claim that gives rise to a claim against such applicable the Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the ShareholdersEffective Time Holders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the ShareholdersEffective Time Holders’ Agent nor any Closing Company Shareholder Effective Time Holder shall have any power or authority to object under Section 9.6 8.5 or any other provision of this Article IX 8 to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund or otherwise for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to event of a third party claimclaim giving rise to indemnification hereunder, Acquiror the indemnifying party shall have thirty (30) days after receipt of the notice referred to in Section 8.4 to notify the indemnified persons that it elects to conduct and control such action or suit with counsel reasonably satisfactory to the indemnified persons. If the indemnifying party does not give the foregoing notice, the indemnified persons shall have the right to defend and contest such action or suit in its sole discretion to conduct any manner the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)indemnified persons reasonably deem appropriate; provided, however, that Acquiror the indemnified persons shall not settle consent to the entry of any judgment or resolve to any settlement of such claim without the prior written consent of the Shareholders’ Agentindemnifying party, which consent shall not to be unreasonably withheld, conditioned withheld or delayed. The Shareholders’ Agent If the indemnifying party gives the foregoing notice, the indemnifying party shall receive copies have the right to undertake, conduct, and control, through counsel of all pleadingsits own choosing and at the sole expense of the indemnifying party, notices the conduct and communications with respect to the third-party claim to the extent that receipt settlement of such documents does not affect any privilege relating to any Indemnified Person action or suit, and the indemnified persons shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except cooperate with the indemnifying party in connection therewith; provided that (w) the indemnifying party shall not settle or compromise any such action or suit without the indemnified persons' prior written consent of the Shareholders’ Agent, which consent shall (not to be unreasonably withheldwithheld or delayed), conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror terms of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if compromise release the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to indemnified persons from any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages and all liability with respect to such action or suit at no cost to the indemnified persons, (x) the indemnifying party shall not thereby consent to the imposition of any Lien upon any asset of any indemnified person or consent to the issuance of an injunction or other equitable relief against the indemnified persons, (y) the indemnifying party shall permit the indemnified persons to participate in such conduct or settlement through one counsel chosen by the indemnified persons, and the fees and expenses of such counsel shall be borne by the indemnified persons (unless the named parties to any such action or resolution suit include one or more indemnified persons who have been advised by counsel that there may be a conflict of interest between the indemnifying party and such indemnified person or persons; in which case the reasonable fees and expenses of one counsel for the indemnified person or persons will be borne by the indemnifying party). So long as the indemnifying party is contesting any such action or suit in good faith, the indemnified persons shall not pay or settle any such action or suit. Notwithstanding the foregoing, the indemnified persons shall have the right to pay or settle any such action or suit, provided that in such recovery is otherwise event the indemnified persons shall waive the right to indemnity therefor by the indemnifying party, and no amount in accordance with the terms and provisions of respect thereof shall be claimed as Loss or Expense under this Article IX8.

Third Party Claims. If (a) Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third party Claims. Promptly after receipt by the Indemnitee of notice of the commencement of any Claim, or assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the Indemnitor is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a Claim thereon is to be, or may be, made against the Indemnitor, promptly notify the Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such Claim, process and all legal pleadings. The Indemnitor shall have the right to participate in its sole discretion to conduct the defense of such action with counsel of reputable standing. The Indemnitor shall have the right to assume and control the defense of such action, with counsel reasonably acceptable to settle the Indemnitee, unless such action (i) may result in injunctions or resolve any such claim (and the costs and expenses incurred by Acquiror other equitable remedies in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent respect of the Shareholders’ AgentIndemnitee or its business, which consent shall injunctions or other equitable remedies, if successful, likely would have a Material Adverse Effect on the business or financial condition, or operations or results of operations, of the Indemnitee, or (ii) may result in liabilities which, taken with other then existing Claims under this Article IX, would not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices fully indemnified hereunder and communications with respect to which non-indemnifiable portion likely would exceed the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense indemnifiable portion of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matterClaim. In the event case that the Shareholders’ Agent has consented Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to any the Indemnitor all relevant records and take such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction other action and sign such documents as are reasonably necessary to have unreasonably withheld, conditioned or delayed its consent to any defend such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX.audit,

Third Party Claims. If (a) Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "Indemnitee") of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any taxing authority or any other proceeding likely to result in the imposition of a Tax liability or obligation, or (b) any action or the assertion of any Claim, liability or obligation by a third party claim(whether by legal process or otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "Indemnitor") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee will, if a Claim thereon is to be, or may be, made against the Indemnitor, notify the Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such Claim, process and all legal pleadings. The Indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The Indemnitor shall have the right to settle assume the defense of such action unless such action (i) may result in injunctions or resolve any such claim other equitable remedies in respect of the Indemnitee or its business; (ii) may result in liabilities which, taken with other then existing Claims under this ARTICLE 10, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the Indemnitee after the Effective Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the Indemnitee). The Indemnitor and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) Indemnitee shall be included cooperate in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt defense of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matterClaims. In the event case that the Shareholders’ Agent has consented Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to any the Indemnitor all relevant records and take such settlement other action and sign such documents as are necessary to defend such audit, assessment or resolution, or if the Shareholders’ Agent shall have been determined by other proceeding in a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXtimely manner.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a claim by a third party claimis made against an indemnified person hereunder, Acquiror and if such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall have promptly notify the right indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its sole discretion obligations hereunder, except to conduct the defense of and extent that the indemnifying person is materially prejudiced by such failure. With respect to settle or resolve any such claim relating solely to the payment of money damages and which will not result in the indemnified party's becoming subject to injunctive or other equitable relief and as to which the indemnifying party shall have acknowledged in writing its obligation to indemnify the indemnified party hereunder, the indemnifying person shall have twenty (20) days after receipt of such notice to undertake, 42 52 through counsel of its own choosing, subject to the reasonable approval of such indemnified person, and at its own expense, the settlement or defense thereof, and the costs and expenses incurred by Acquiror indemnified person shall cooperate with it in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)therewith; provided, however, that Acquiror the indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of a claim, it shall not settle or resolve compromise such claim without the prior written consent of the Shareholders’ Agentindemnified person, which consent shall not be unreasonably withheld, conditioned (i) unless such settlement or delayed. The Shareholders’ Agent shall receive copies compromise includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all pleadings, notices and communications liability with respect to such claim or (ii) if such settlement or compromise involves the third-imposition of equitable remedies or the imposition of any material obligations on such indemnified party claim to will be indemnified hereunder. If the extent that receipt indemnifying person shall assume the defense of such documents does not affect a claim, the fees of any privilege relating to any Indemnified Person and separate counsel retained by the indemnified person shall be entitledborne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), at its expensein which case the indemnified person shall be entitled to retain separate counsel, to participate in, but not to determine or conduct, any defense the reasonable fees and expenses of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless reimbursed by the Shareholders’ Agent shall have objected indemnifying person. If the indemnifying person does not notify the indemnified person within [***] twenty (20) days after a written request for such consent by Acquiror, no settlement or resolution by Acquiror the receipt of any claim that gives rise to the indemnified person's notice of a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of indemnity hereunder that it elects to undertake the existence of or amount of Indemnifiable Damages relating defense thereof and acknowledges its obligation to such matter. In indemnify the event that the Shareholders’ Agent has consented to any such settlement or resolutionindemnified person hereunder, or if the Shareholders’ Agent claim does not relate solely to the payment of money damages, the indemnified person shall have been determined by a final non-appealable court order of a court of competent jurisdiction the right to have unreasonably withheldcontest, conditioned settle or delayed its consent compromise the claim but shall not thereby waive any right to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority indemnity therefor pursuant to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXAgreement.

Third Party Claims. If Except as otherwise provided in this Agreement, the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the “indemnitee”) of notice of the commencement of any action or the assertion of any Claim, liability or obligation by a third party, including any Authority, (whether by legal process or otherwise), against which Claim, liability or obligation the other party claimto this Agreement (hereinafter the “indemnitor”) is, Acquiror or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if a Claim thereon is to be made against the indemnitor, notify the indemnitor in writing of the commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in its sole discretion to conduct the defense of and such action with counsel of reputable standing. The indemnitor shall have the right to settle assume the defense of such action unless such action (i) may result in injunctions or resolve any such claim other equitable remedies in respect of the indemnitee or its business; (ii) may result in liabilities which, taken with other then-existing Claims under this Article VI, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the costs indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including legal fees and expenses) incurred by Acquiror such indemnitee in connection with such defense, settlement obligation or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant liability subject to a claim made hereunder); provided, however, that Acquiror this Article VI. An indemnitor shall not settle or resolve seek to settle any such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices Claim by a third party against an indemnitee except and communications with respect to the third-party claim only to the extent that receipt the indemnitee gives prior written approval to the indemnitor to do so in the specific case, and no such settlement shall be binding on the indemnitee unless the settlement is duly agreed to in writing by the indemnitee. An indemnitee shall have the right to employ its own counsel in any case, but the fees and expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense the expense of the third-party claim or settlement negotiations with respect to indemnitee unless (a) the third-party claim. However, except with the prior written consent employment of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent counsel shall have been determined authorized in writing by a final non-appealable court order the indemnitor in connection with the defense of a court such action or Claim, (b) the indemnitor shall not have employed, or is prohibited under this Section 6.4 from employing, counsel in the defense of competent jurisdiction to have unreasonably withheldsuch action or Claim, conditioned or delayed its consent to any (c) such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder 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 power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf which events such fees and expenses of any Indemnified Person against the applicable Escrow Fund not more than one additional counsel for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with indemnified parties shall be borne by the terms and provisions of this Article IXindemnitor.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages event Acquirer becomes aware of a third-party claim which Acquirer in good faith believes may result in a claim against the Escrow Fund by or has otherwise properly delivered on behalf of an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claimIndemnified Person, Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs reasonable fees and expenses incurred by Acquiror Acquirer in connection with such defense, settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror Acquirer may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The ShareholdersEffective Time Holders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the ShareholdersEffective Time Holders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given delayed, unless the ShareholdersEffective Time Holders’ Agent shall have objected within [***] after a written request for such consent has agreed to the Indemnifiable Damages covered by Acquirorthe settlement or resolution, no settlement or resolution by Acquiror Acquirer of any claim that gives rise to a claim against such applicable the Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the validity of such claim or the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the ShareholdersEffective Time Holders’ Agent has consented to any such settlement or resolution, resolutions and agreed to the Indemnifiable Damages described or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolutionset forth therein, neither the ShareholdersEffective Time Holders’ Agent nor any Closing Company Shareholder Effective Time Holder shall have any power or authority to object under Section 9.6 8.5 or any other provision of this Article IX 8 to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages In case of any Claim or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof suit by a third party or by any government body, or any legal, administrative or arbitration proceedings with respect to a third party claimwhich Indemnitor may have liability under the indemnity agreement contained in this Section 11, Acquiror Indemnitor shall be entitled to participate therein, and, to the extent desired by Indemnitor, to assume the defense thereof, and after notice from Indemnitor to Indemnitee of the election so to assume the defense thereof. Indemnitor shall not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than reasonable costs of investigation, unless Indemnitor does not actually assume the defense thereof following notice of such election or the Indemnitee shall have reasonably concluded that there may be defenses available to Indemnitee which are different from or additional to those available to Indemnitor (in which case Indemnitor shall not have the right in its sole discretion to conduct direct the defense of such action on behalf of the Indemnitee), in any of which events such fees and expenses shall be borne by Indemnitor. The parties shall render each other such assistance as may reasonably be required of each other in order to settle or resolve insure proper and adequate defense of any such claim (and the costs and expenses incurred by Acquiror in connection with such defensesuit, settlement Claim or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror proceeding. Indemnitee shall not settle or resolve such claim make any settlement of any Claim which might give rise to liability of Indemnitor under the indemnity agreements contained in this Article 11 without the prior written consent of the Shareholders’ AgentIndemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent If Indemnitor shall receive copies of all pleadings, notices desire and communications with respect be able to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim effect a bona fide compromise or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise such suit, Claim, or proceeding and Indemnitee shall unreasonably refuse to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating consent to such matter. In the event that the Shareholders’ Agent has consented to any such settlement compromise or resolutionsettlement, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object then Indemnitor's liability under this Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages 11 with respect to such suit, Claim or proceeding shall be limited to the amount so offered in compromise or settlement together with all legal and other expenses which may have been incurred prior to the date on which Indemnitee has refused to consent to such compromise or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXsettlement.