Common use of Defense by Indemnifying Party Clause in Contracts

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance Encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayedclaim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party shall take all steps necessary to pursue may deem appropriate, and (b) the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or participate in (but not control) the stipulation defense of any judgment arising from, any such claim or legal proceedingaction, with its counsel and at its own expense. If the consent of Indemnifying Party thereafter seeks to question the Indemnified Party, manner in which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party pays or causes shall have the burden to be paid all Losses arising out prove by a preponderance of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by evidence that the Indemnified Party which then remain unpaid did not defend or unreimbursed), (ii) settle such third party claim in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessreasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person or entity who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayedclaim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes does not assume the defense of any such claim or legal proceedingresulting litigation within thirty (30) days after the date that notice of such claim is received from the Indemnified Party, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party shall take all steps necessary to pursue may deem appropriate, and (b) the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or participate in (but not control) the stipulation defense of any judgment arising from, any such claim or legal proceedingaction, with its counsel and at its own expense. If the consent of Indemnifying Party thereafter seeks to question the Indemnified Party, manner in which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party pays or causes shall have the burden to be paid all Losses arising out prove by a preponderance of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by evidence that the Indemnified Party which then remain unpaid did not defend or unreimbursed), (ii) settle such third party claim in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessreasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, shall assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use using counsel of its choice to prosecute such defense, (subject to the approval of such counsel by the Indemnified Party, which approval shall may not be unreasonably withheld or delayed). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole reasonable discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified PartyParty or that the Indemnifying Party does not have sufficient financial resources to fully defend the proceeding or to pay the claim or judgment, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Indemnifying Party, but in no event shall the Indemnifying Party be liable for the costs and expenses of more than one such separate counsel. If the Indemnifying Party assumes does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom, the Indemnified Party may defend against such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party shall take all steps necessary to pursue may deem appropriate, and the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or participate in (but not control) the stipulation defense of any judgment arising from, any such claim or legal proceedingaction, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party its counsel and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon at its conduct of businessown expense.

Defense by Indemnifying Party. In connection with any claim Claim giving rise to indemnity hereunder resulting from or arising out of any claim Claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, Party given within twenty (20) days after delivery of the written notice referred to in Section 10.3 hereof assume the defense of any such claim Claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such Claim. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any third-party claim (subject which would lead to liability or create any limitations financial or other obligation on such liability contained in this Agreement) and (ii) if it the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or which provides assurances, reasonably satisfactory for injunctive or other non-monetary relief applicable to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense or does not include an unconditional release of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the all Indemnified Party, which approval shall not be unreasonably withheld or delayedParties. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes does not assume the defense of any such claim Claim or legal proceedinglitigation resulting therefrom with counsel reasonably satisfactory to the Indemnified Party, (a) the Indemnified Party may defend against such Claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such Claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party shall take all steps necessary to pursue may deem appropriate, and (b) the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or participate in (but not control) the stipulation defense of any judgment arising from, any such claim or legal proceedingaction, with its counsel and at its own expense. If the consent of Indemnifying Party thereafter seeks to question the Indemnified Party, manner in which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) defended such third party Claim or the amount or nature of any such settlement, the Indemnifying Party pays or causes shall have the burden to be paid all Losses arising out prove by a preponderance of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by evidence that the Indemnified Party which then remain unpaid did not defend or unreimbursed), (ii) settle such third party Claim in the case of a settlement, the settlement is conditioned upon reasonably prudent manner as a complete release by the claimant of the Indemnified Party and (iii) prudent businessman would if his own funds were subject to such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businesssuit.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party Party to this Agreement, the Indemnifying Party at its sole cost and expense mayshall, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use using counsel of its choice to prosecute such defense, (subject to the approval of such counsel by the Indemnified Party, which approval shall may not be unreasonably withheld or delayed). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest interests between the Indemnifying Party (or any constituent party Party thereof) and the Indemnified Party, the Indemnified Party (or any such constituent party Party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Indemnifying Party, but in no event shall the Indemnifying Party be liable to pay for the costs and expenses of more than one such separate counsel. If the Indemnifying Party assumes does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom, the Indemnified Party may defend against such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, the reasonable costs and expenses of which shall take all steps necessary to pursue be paid by the resolution thereof in a prompt Indemnifying Party, and diligent manner. The the Indemnifying Party shall be entitled to consent to a settlement of, or participate in the stipulation defense of any judgment arising from, any such claim or legal proceedingaction, with its counsel and at its own expense. Notwithstanding the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; providedforegoing, however, that no a Party shall in all cases be entitled to control the defense of any such consent shall be required from the Indemnified Party action if it (i) may result in injunctions or other equitable remedies in respect of the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement its business; or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) may have an adverse impact on the Party's business or its financial condition even if the other Party pays all indemnification amounts in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessfull.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder or resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party indemnifying party at its sole cost and expense may, upon written notice to the Indemnified Partyindemnified party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party indemnified party in writing its obligations to indemnify the Indemnified Party indemnified party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) claim, and (ii) if it provides assurances, thereafter diligently conducts the defense thereof with counsel reasonably satisfactory acceptable to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayedindemnified party. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes indemnifying party does not assume or fails to conduct in a diligent manner the defense of any such claim or legal proceedinglitigation resulting therefrom, (i) the Indemnifying Party shall take all steps necessary indemnified party may defend against such claim or litigation, in such manner as it may deem appropriate, including, without limitation, settling such claim or litigation, after giving notice of the same to pursue the resolution thereof in a prompt indemnifying party, on such terms as the indemnified party may deem appropriate, and diligent manner. The Indemnifying Party (ii) the indemnifying party shall be entitled to consent participate in (but not control) the defense of such action, with its counsel and at its own expense. If the indemnifying party thereafter seeks to a settlement of, question the manner in which the indemnified party defended such third party claim or the stipulation amount or nature of any judgment arising fromsuch settlement, any the indemnifying party shall have the burden to prove by a preponderance of the evidence that the indemnified party did not defend or settle such third party claim or legal proceeding, in a reasonably prudent manner. Each party agrees to cooperate fully with the consent other, such cooperation to include, without limitation, attendance at depositions and the provision of relevant documents as may be reasonably requested by the Indemnified Party, which consent shall not be unreasonably withheld or delayedindemnifying party; provided, howeverthat the indemnifying party will hold the indemnified party harmless from all of its expenses, that no including reasonable attorneys' fees, incurred in connection with such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred cooperation by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessindemnified party.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this AgreementAgreement (a “Third Party Claim”), the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding Third Party Claim (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim Third Party Claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims Third Party Claim in full if the same are is decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceedingThird Party Claim, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such actionThird Party Claim, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceedingThird Party Claim, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as are reasonably required by the Indemnifying Party without cost to the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as are reasonably required by the Indemnifying Party. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceedingThird Party Claim, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim ----------------------------- giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayedclaim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party shall take all steps necessary to pursue may deem appropriate, and (b) the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or participate in (but not control) the stipulation defense of any judgment arising from, any such claim or legal proceedingaction, with its counsel and at its own expense. If the consent of Indemnifying Party thereafter seeks to question the Indemnified Party, manner in which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party pays or causes shall have the burden to be paid all Losses arising out prove by a preponderance of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by evidence that the Indemnified Party which then remain unpaid did not defend or unreimbursed), (ii) settle such third party claim in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessreasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. In this regard, Loeb & Loeb LLP is hereby approved by IPC as counsel to the Company (in its capacity as the Indemnifying Party). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, If (a) the Indemnifying Party at accepts its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges Liability to the Indemnified Party in writing its obligations under Section 8.3 and notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to indemnify defend the Indemnified Party with respect to all elements of such claim the Third-Party Claim or (subject b) the Indemnified Party notifies (or is deemed to any limitations on such liability contained in this Agreementhave notified) and (ii) if the Indemnifying Party that it provides assuranceschooses not to defend the Third-Party Claim, then the Indemnifying Party shall defend, with counsel reasonably satisfactory to the Indemnified Party, that it at the sole cost and expense of the Indemnifying Party, such Third-Party Claim by all appropriate proceedings, which proceedings will be financially able to satisfy such claims in full if the same are decided adversely. If diligently prosecuted or defended by the Indemnifying Party assumes to a final conclusion or will be settled at the defense discretion of the Indemnifying Party (but only with the prior written consent of the Indemnified Party in its sole discretion in the case of any settlement (i) that provides for any relief other than the payment of monetary damages, (ii) that provides for the payment of monetary damages as to which the Indemnified Party will not be indemnified in full pursuant to this Article VIII, (iii) that does not expressly unconditionally release the Indemnified Party from all Liabilities with respect to such claim and all other claims arising out of the same or legal proceedingsimilar facts and circumstances, it may use counsel with prejudices, or (iv) that could adversely affect any Tax or other Liability of its choice to prosecute such defense, subject any Indemnified Party). Subject to the approval immediately preceding sentence, the Indemnifying Party will have full control of such counsel by the Indemnified Partydefense and proceedings, which approval shall not be unreasonably withheld including any compromise or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expensesettlement thereof; provided, however, that if the Indemnified Party may, at the cost and expense of the Indemnifying Party, in its sole discretion, determines that there exists a conflict of interest between at any time prior to the Indemnifying Party Party’s delivery of the notice (or deemed notice) referred to in the first sentence of this Section 8.5, file any constituent party thereof) and motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests. If requested by the Indemnifying Party, the Indemnified Party (or any constituent party thereof) shall have will, at the right sole cost and expense of the Indemnifying Party, provide reasonable cooperation to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of in contesting any such claim or legal proceeding, Third-Party Claim that the Indemnifying Party shall take all steps necessary elects to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businesscontest.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, If the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to notifies the Indemnified Party in writing its obligations within the Dispute Period that the Indemnifying Party desires to indemnify defend the Indemnified Party with respect to all elements of such claim (subject the Third-Party Claim pursuant to any limitations on such liability contained in this Agreement) and (ii) if it provides assurancesSection 7.2, then the Indemnifying Party will have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, that it at the sole cost and expense of the Indemnifying Party, such Third-Party Claim by all appropriate proceedings, which proceedings will be financially able to satisfy such claims in full if the same are decided adversely. If vigorously and diligently prosecuted or defended by the Indemnifying Party assumes to a final conclusion or will be settled at the defense discretion of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, but only with the consent of the Indemnified Party in its sole discretion in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party will not be indemnified in full pursuant to Section 7.1). Subject to the immediately preceding sentence, the Indemnifying Party will have full control of such defense and proceedings, including any compromise or settlement thereof; PROVIDED, HOWEVER, that the Indemnified Party may, at the cost and expense of the Indemnifying Party, which consent at any time prior to the Indemnifying Party's delivery of notice to assume the defense of such Third Party Claim, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests. The Indemnifying Party shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from liable to the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore for legal expenses incurred by the Indemnified Party which then remain unpaid or unreimbursed)in connection with the defense of such Third Party Claim after the Indemnifying Party's delivery of notice to assume the defense. In addition, (ii) in the case of a settlement, the settlement is conditioned upon a complete release if requested by the claimant of Indemnifying Party, the Indemnified Party will, at the sole cost and (iii) such settlement or judgment does not require the encumbrance of any asset expense of the Indemnified Indemnifying Party, provide reasonable cooperation to the Indemnifying Party or impose in contesting any restriction upon its conduct of businessThird-Party Claim that the Indemnifying Party elects to contest.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out the event of any a claim or legal proceeding demand asserted by a Person who is not third party (a party to this Agreement"THIRD PARTY Claim"), the Indemnifying Party at its sole cost and expense mayshall have the right, upon but not the obligation, exercisable by written notice to the Indemnified PartyParty within 10 Business Days of the date of the Notice of Claim concerning the commencement or assertion of any Third Party Claim, assume to control the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Third Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adverselyClaim. If the Indemnifying Party assumes the defense gives such notice of any such claim or legal proceeding, it may use counsel of its choice intent to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceedingdefend, the Indemnifying Party shall take all steps necessary to pursue assume the resolution defense thereof in a prompt and diligent manner. The as follows: (a) the Indemnifying Party will defend the Indemnified Party against the matter with counsel compensated by and chosen by the Indemnifying Party, which choice of counsel shall be entitled subject to the reasonable satisfaction of the Indemnified Party; (b) the Indemnified Party may retain separate co-counsel at the sole cost and expense of the Indemnified Party; (c) the Indemnified Party will not consent to a settlement of, or the stipulation entry of any judgment arising fromor enter into any settlement with respect to the matter without the written consent of the Indemnifying Party; and (d) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any such claim settlement that does not include a provision whereby the plaintiff or legal proceedingclaimant in the matter releases the Indemnified Party from all liability with respect thereto, with without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided. If, however, that no such consent shall be required from however the Indemnifying Party does not notify the Indemnified Party if (i) within 10 Business Days after the Indemnified Party has given notice of the matter, that the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with is assuming the effectiveness thereof (as well as all other Losses theretofore incurred by defense thereof, then the Indemnified Party which then remain unpaid or unreimbursed)may defend against the matter; however, (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require shall neither consent to the encumbrance entry of any asset judgment nor settle any such Third Party Claim without the prior written consent of the Indemnified Party Indemnifying Party, which consent shall not be unreasonably withheld or impose any restriction upon its conduct of businessdelayed.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out If the Indemnified Party shall notify the Indemnifying Party of any claim or legal proceeding demand pursuant to Section 8.3, and if such claim or demand relates to a pending or threatened claim or demand asserted by a Person who third party against the Indemnified Party which the Indemnifying Party acknowledges is not a party to this Agreementclaim or demand for which it must indemnify, defend and hold harmless the Indemnified Party against or reimburse the Indemnified Party for under Section 8.1 or Section 8.2, as applicable, the Indemnifying Party shall have the right to defend such claim or demand and if it elects to defend such claim or demand, it shall employ counsel reasonably acceptable to the Indemnified Party to defend such claim or demand asserted against the Indemnified Party. The Indemnified Party and the Indemnifying Party shall each have the right to participate in the defense of any claim or demand for which it is not controlling the defense, at its sole cost and expense mayown expense. The Indemnifying Party shall notify the Indemnified Party in writing, upon written as promptly as possible (but in any case before the due date for the answer or response to a claim) after the date of the notice of claim given by the Indemnified Party to the Indemnifying Party under Section 8.3 of its election to defend in good faith any such third party claim or demand. So long as the Indemnifying Party is defending in good faith any such claim or demand asserted by a third party against the Indemnified Party, the Indemnified Party shall not settle or compromise such claim or demand. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in the Indemnified Party’s possession reasonably required by the Indemnifying Party for its use in defending any third party claim or demand. Whether or not the Indemnifying Party elects to defend any such claim or demand, the Indemnified Party shall have no obligations to do so. The Indemnifying Party shall not settle or compromise any such claim or demand, unless the Indemnified Party is given a full, complete and unconditional release of any and all liability by all relevant parties relating thereto. If the Indemnifying Party does not assume the defense of any such claim or legal proceeding litigation resulting therefrom within 30 days after the date such claim is made, (ia) if it acknowledges to the Indemnified Party may defend against such claim or litigation, in writing its obligations such manner as it may deem appropriate, including, without limitation, settling such claim or litigation, after giving notice of the same to indemnify the Indemnifying Party, on such terms as the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) may deem appropriate, and (iib) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, If the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to notifies the Indemnified Party in writing its obligations within the Dispute Period that the Indemnifying Party desires to indemnify defend the Indemnified Party with respect to all elements of such claim (subject the Third-Party Claim pursuant to any limitations on such liability contained in this Agreement) and (ii) if it provides assurancesSection 7.2, then the Indemnifying Party will have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, that it at the sole cost and expense of the Indemnifying Party, such Third-Party Claim by all appropriate proceedings, which proceedings will be financially able to satisfy such claims in full if the same are decided adversely. If vigorously and diligently prosecuted or defended by the Indemnifying Party assumes to a final conclusion or will be settled at the defense discretion of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, but only with the consent of the Indemnified Party in its sole discretion in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party will not be indemnified in full pursuant to Section 7.1). Subject to the immediately preceding sentence, the Indemnifying Party will have full control of such defense and proceedings, including any compromise or settlement thereof; PROVIDED, HOWEVER, that the Indemnified Party may, at the cost and expense of the Indemnifying Party, which consent at any time prior to the Indemnifying Party’s delivery of notice to assume the defense of such Third Party Claim, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests. The Indemnifying Party shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from liable to the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore for legal expenses incurred by the Indemnified Party which then remain unpaid or unreimbursed)in connection with the defense of such Third Party Claim after the Indemnifying Party’s delivery of notice to assume the defense. In addition, (ii) in the case of a settlement, the settlement is conditioned upon a complete release if requested by the claimant of Indemnifying Party, the Indemnified Party will, at the sole cost and (iii) such settlement or judgment does not require the encumbrance of any asset expense of the Indemnified Indemnifying Party, provide reasonable cooperation to the Indemnifying Party or impose in contesting any restriction upon its conduct of businessThird-Party Claim that the Indemnifying Party elects to contest.

Defense by Indemnifying Party. In connection with any claim giving that may give rise to indemnity hereunder a right of indemnification under this Section 10 resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreementperson other than the Indemnified Party, the Indemnifying Party Party, at its or his sole cost and expense expense, may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it the Indemnifying Party acknowledges to the Indemnified Party in writing its obligations the obligation to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adverselyor legal proceeding. If the Indemnifying Party assumes shall assume the defense of any such claim or legal proceeding, it may use the Indemnifying Party shall select counsel of its choice to prosecute such defense, subject reasonably acceptable to the approval Indemnified Party to conduct the defense of such counsel by claim or legal proceeding at the Indemnified sole cost and expense of the Indemnifying Party, who shall take all steps necessary in the defense or settlement thereof. If the Indemnifying Party shall be the Seller, Seller shall not consent to a settlement of, or the entry of judgment arising from, any such claim or legal proceeding without the prior written consent of Purchaser (which approval consent shall not be unreasonably unreasonable withheld or delayed). The An Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, claim or legal proceeding with its own counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes shall be the Seller, and Seller shall not assume the defense of any such claim or legal proceeding within 30 days after notice thereof shall have been given to Seller in accordance with this subsection 10.5: (a) Purchaser may defend such claim or legal proceeding in such manner as it may deem appropriate, including, but not limited to, the settlement of such claim or legal proceeding, after giving notice of the Indemnifying Party shall take all steps necessary same to pursue the resolution thereof in a prompt Seller, on such terms as Purchaser may deem appropriate. and diligent manner. The Indemnifying Party (b) Seller shall be entitled to consent to a settlement of, or participate in (but not control) the stipulation defense of any judgment arising from, any such claim or legal proceeding, proceeding with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party his own counsel and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessat his own expense.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person an individual or entity who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (ia) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (iib) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance encumbrance, pledge or hypothecation of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, If the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to notifies the Indemnified Party in writing its obligations within the Dispute Period that the Indemnifying Party desires to indemnify defend the Indemnified Party with respect to all elements of such claim (subject the Third-Party Claim pursuant to any limitations on such liability contained in this Agreement) and (ii) if it provides assurancesSection 7.2, then the Indemnifying Party will have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, that it at the sole cost and expense of the Indemnifying Party, such Third-Party Claim by all appropriate proceedings, which proceedings will be financially able to satisfy such claims in full if the same are decided adversely. If vigorously and diligently prosecuted or defended by the Indemnifying Party assumes to a final conclusion or will be settled at the defense discretion of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, but only with the consent of the Indemnified Party in its sole discretion in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party will not be indemnified in full pursuant to Section 7.1). Subject to the immediately preceding sentence, the Indemnifying Party will have full control of such defense and proceedings, including any compromise or settlement thereof; PROVIDED, HOWEVER, that the Indemnified Party may, at the cost and expense of the Indemnifying Party, which consent at any time prior to the Indemnifying Party's delivery of notice to assume the defense of such Third Party Claim, file any motion, answer or other pleadings or take any other action that the Indemnified . Party reasonably believes to be necessary or appropriate to protect its interests. The Indemnifying Party shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from liable to the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore for legal expenses incurred by the Indemnified Party which then remain unpaid or unreimbursed)in connection with the defense of such Third Party Claim after the Indemnifying Party's delivery of notice to assume the defense. In addition, (ii) in the case of a settlement, the settlement is conditioned upon a complete release if requested by the claimant of Indemnifying Party, the Indemnified Party will, at the sole cost and (iii) such settlement or judgment does not require the encumbrance of any asset expense of the Indemnified Indemnifying Party, provide reasonable cooperation to the Indemnifying Party or impose in contesting any restriction upon its conduct of businessThird- Party Claim that the Indemnifying Party elects to contest.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, If the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to notifies the Indemnified Party in writing its obligations within the Dispute Period that the Indemnifying Party desires to indemnify defend the Indemnified Party with respect to all elements of such claim (subject the Third-Party Claim pursuant to any limitations on such liability contained in this Agreement) and (ii) if it provides assurancesSection 7.2, then the Indemnifying Party will have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, that it at the sole cost and expense of the Indemnifying Party, such Third-Party Claim by all appropriate proceedings, which proceedings will be financially able to satisfy such claims in full if the same are decided adversely. If vigorously and diligently prosecuted or defended by the Indemnifying Party assumes to a final conclusion or will be settled at the defense discretion of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, but only with the consent of the Indemnified Party in its sole discretion in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party will not be indemnified in full pursuant to Section 7.1). Subject to the immediately preceding sentence, the Indemnifying Party will have full control of such defense and proceedings, including any compromise or settlement thereof; PROVIDED, HOWEVER, that the Indemnified Party may, at the cost and expense of the Indemnifying Party, which consent at any time prior to the Indemnifying Party’s delivery of notice to assume the defense of such Third Party Claim, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests. The Indemnifying Party shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from liable to the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore for legal expenses incurred by the Indemnified Party which then remain unpaid or unreimbursed)in connection with the defense of such Third Party Claim after the Indemnifying Party’s delivery of notice to assume the defense. In addition, (ii) in the case of a settlement, the settlement is conditioned upon a complete release if requested by the claimant of Indemnifying Party, the Indemnified Party will, at the sole cost and (iii) such settlement or judgment does not require the encumbrance of any asset expense of the Indemnified Indemnifying Party, provide reasonable cooperation to the Indemnifying Party or impose in contesting any restriction upon its conduct of businessThird- Party Claim that the Indemnifying Party elects to contest.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity indemnification hereunder resulting from or arising out of any claim action, claim, or legal proceeding by a Person who is not a party to this AgreementParty, the Indemnifying Party at its sole cost and expense may, upon written notice Notice to the Indemnified Party, assume the defense of any such claim action, claim, or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations obligation to indemnify the Indemnified Party with pursuant to this Agreement in respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurancesaction, reasonably satisfactory to the Indemnified Partyclaim, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, claim, or legal proceeding with its own counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim action, claim, or legal proceeding, the Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party to conduct the defense of such action, claim, or legal proceeding, and the Indemnifying Party, at its sole cost and expense, shall take all steps necessary to pursue in the resolution thereof in a prompt and diligent mannerdefense or settlement thereof. The Indemnifying Party shall be entitled to not consent to a settlement of, or the stipulation entry of any judgment arising from, any such claim action, claim, or legal proceeding, with proceeding without the prior written consent of the Indemnified Party, (which consent shall not be unreasonably withheld or delayed; provided) of the Indemnified Party. If the Indemnifying Party does not assume the defense of any such action, howeverclaim, that no such consent shall be required from or legal proceeding (a) the Indemnified Party if may defend against such action, claim, or legal proceeding, in such manner as it may deem appropriate, including, without limitation, settling such action, claim, or legal proceeding, after giving Notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (ib) the Indemnifying Party pays or causes shall be entitled to be paid all Losses arising out participate in (but not control) the defense of such settlement action, claim, or judgment concurrently legal proceeding with its own counsel and at its own expense. If the effectiveness thereof (as well as all other Losses theretofore incurred by Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party which then remain unpaid defended such third Person's action, claim, or unreimbursed), (ii) in legal proceeding or the case amount or nature of a any such settlement, the settlement is conditioned upon Indemnifying Party shall have the burden to prove by a complete release by preponderance of the claimant of evidence that the Indemnified Party and (iii) did not defend or settle such settlement action, claim, or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businesslegal Proceeding in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreementthird party, the Indemnifying Party indemnifying party, at its sole cost and expense expense, may, upon written notice to the Indemnified Partyindemnified party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adverselyproceeding. If the Indemnifying Party indemnifying party assumes the defense of any such claim or legal proceeding, it may use the indemnifying party shall select counsel of its choice to prosecute such defense, subject reasonably acceptable to the approval indemnified party to conduct the defense of such counsel by claims or legal proceedings and at the Indemnified Partyindemnifying party's sole cost and expense shall take all reasonable steps necessary in the defense or settlement thereof. The indemnifying party shall not consent to a settlement of, or the entry of any judgment arising from, any such claim or legal proceeding, without the prior written consent of the indemnified party, which approval consent shall not be unreasonably withheld withheld, conditioned or delayed, if (a) the indemnifying party admits in writing its liability to hold the indemnified party harmless from and against any losses, damages, expenses and liabilities arising out of such settlement, (b) concurrently with such settlement the indemnifying party pays into court the full amount of all losses, damages, expenses and liabilities to be paid by the indemnifying party in connection with such settlement and obtains a full release of any liability of the indemnified party which is not conditioned upon any further payment and (c) such settlement would not otherwise have a material adverse effect on the indemnified party. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes indemnifying party does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom in accordance with the terms hereof, the Indemnifying Party indemnified party may defend against such claim or litigation in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation, after giving notice of the same to the indemnifying party, on such terms as the indemnified party may deem appropriate. The indemnifying party shall take all steps be required to participate in the defense of any action by providing information necessary to pursue permit the resolution thereof indemnified party to defend such action as indicated in a prompt (d) below and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement ofadvised of its status. In any action by the indemnified party seeking indemnification from the indemnifying party in accordance with the provisions of this Section, or if the stipulation indemnifying party did not assume the defense of any judgment arising from, any such claim or legal proceedinglitigation, with the consent of the Indemnified Party, which consent indemnifying party shall not be unreasonably withheld entitled to question the manner in which the indemnified party defended such claim or delayed; provided, however, that no such consent shall be required from litigation or the Indemnified Party if (i) the Indemnifying Party pays amount or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance nature of any asset of the Indemnified Party or impose any restriction upon its conduct of businesssuch settlement.

Defense by Indemnifying Party. In Subject to the provisions of Section 9.7 hereof, in connection with any claim Claim giving rise to indemnity hereunder resulting from or arising out of any claim Claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense mayshall, upon written notice to from the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim Claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes does not assume the defense of any such claim Claim or legal litigation resulting therefrom within 30 days after the date such Claim is made and notice is received requesting indemnification, (a) the Indemnified Party may defend against such Claim or proceeding, in such manner as it may deem appropriate, including, but not limited to, settling such Claim or proceeding, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party shall take all steps necessary to pursue may deem appropriate, for the resolution thereof in a prompt account and diligent manner. The at the risk of the Indemnifying Party, and (b) the Indemnifying Party shall be entitled to consent to a settlement of, or participate in (but not control) the stipulation defense of any judgment arising from, any such claim or legal proceedingaction, with its counsel and at its own expense. If the consent of Indemnifying Party thereafter seeks to question the Indemnified Party, manner in which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) defended such third party Claim or the amount or nature of any such settlement, the Indemnifying Party pays or causes shall have the burden to be paid all Losses arising out prove by a preponderance of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by evidence that the Indemnified Party which then remain unpaid did not defend or unreimbursed), (ii) settle such third party Claim in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessreasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out the event of any a claim or legal proceeding demand asserted by a Person who is not third party (a party to this Agreement“Third Party Claim”), the Indemnifying Party at its sole cost and expense mayshall have the right, upon but not the obligation, exercisable by written notice to the Indemnified PartyParty within 10 days of the date of the Notice of Claim concerning the commencement or assertion of any Third Party Claim, assume to participate in the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Third Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adverselyClaim. If the Indemnifying Party assumes gives such notice of intent to defend, the Indemnifying Party shall assume the defense thereof as follows: (a) the Indemnifying Party will defend the Indemnified Party against the matter with counsel compensated by and chosen by the Indemnifying Party, which choice of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, shall be subject to the approval reasonable satisfaction of such counsel by the Indemnified Party; (b) the Indemnified Party may retain separate co-counsel at the sole cost and expense of Indemnified Party; (c) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party; and (d) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement that does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party. If, however, (y) no Indemnifying Party notifies the Indemnified Party within 10 days after the Indemnified Party has given notice of the matter, that the Indemnifying Party is assuming the defense thereof, or (z) the maximum liability under such Third Party Claim is greater than the available indemnification amount for the Indemnifying Party (after taking into account the amount of all other claims for which approval the Indemnifying Party may be or may be claimed to be liable and any limitations contained in Section 6.3.3 hereof), then the Indemnified Party shall not be unreasonably withheld defend against, or delayedenter into any settlement with respect to the matter. The Indemnified Party shall be entitled to participate in (but not control) settle such Third Party Claim without the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the prior written consent of the Indemnified Indemnifying Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim claims giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) proceedings; provided that, if it acknowledges to by reason of the claim of such third party a lien, attachment, garnishment or execution has been placed on any material portion of the property or assets of the Indemnified Party in writing its obligations to indemnify at the Indemnified Party with respect to all elements time of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) election, the Indemnifying Party, if it provides assurances, reasonably satisfactory desires to exercise the Indemnified Party, that it will be financially able right to satisfy such claims in full if assume the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject shall furnish a satisfactory indemnity bond to obtain the approval release of such counsel by the Indemnified Partylien, which approval shall not be unreasonably withheld attachment, garnishment or delayedexecution. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense, it shall take all actions and steps reasonably necessary to defend or settle any claim against the Indemnified Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense. In the event that the Indemnifying Party proposes a settlement to any such claim or legal proceeding, which settlement is satisfactory to the party instituting such claim or legal proceeding and includes (i) an unconditional release of the Indemnified Party, from all liability with respect to such claim or litigation, to the extent that it is reasonably necessary to provide assurance to the Indemnified Party that the claim will be finally settled without further liability to the Indemnified Party or the dismissal of such claim or litigation against the Indemnified Party with prejudice and (ii) provision that all damages and settlement payments are to be made by the Indemnifying Party (subject to the limitations in Section 9.4 hereof), and the Indemnified Party withholds its consent to such settlement, then in any such case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party under this Agreement against and in respect of the amount by which the damages resulting from a final judgment relating to such claim or legal proceeding exceeds the amount of the proposed settlement. In the event that the Indemnifying Party shall assume the defense of any such claim or legal proceeding, proceeding and it is later determined that such claim was not a claim for which the Indemnifying Party is required to indemnify the Indemnified Party under this Article IX, the Indemnified Party shall take reimburse the Indemnifying Party for all steps necessary its reasonable costs and expenses with respect to pursue such defense, including reasonable attorneys' fees and disbursements. If the resolution thereof Indemnifying Party does not assume the defense of any such claim or legal proceeding resulting therefrom within 30 days after the date of receipt of the notice referred to in a prompt Section 9.5 above (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), (a) the Indemnified Party may defend against such claim or legal proceeding, in such manner as it may deem appropriate, including, but not limited to, settling such claim or legal proceeding on such terms as the Indemnified Party may deem appropriate, and diligent manner. The (b) the Indemnifying Party shall be entitled to consent to a settlement ofparticipate in (but not control) the defense of such action, with its counsel and at its own expense. Notwithstanding the foregoing, (i) the Holders may not control any matter involving the consolidated, or combined or unitary Tax Returns of HCC or any Affiliate of HCC for any taxable period ending after the stipulation of any judgment arising from, Closing Date and (ii) in any such claim case, HCC agrees to keep the Stockholder Representative fully informed with respect to such matter which may be the subject to indemnification hereunder and not to settle or legal proceeding, with resolve any such matter without the consent of the Indemnified Party, Stockholder Representative (which consent shall may not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party indemnifying party at its sole cost and expense may, upon written notice to the Indemnified Partyindemnified party given within 30 days after delivery of the written notice referred to in Section 6.3. hereof, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party indemnified party in writing its obligations to indemnify the Indemnified Party indemnified party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayedclaim. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes indemnifying party does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom, (a) the Indemnifying Party shall take all steps necessary indemnified party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to pursue the resolution thereof in a prompt indemnifying party, on such terms as the indemnified party may deem appropriate, and diligent manner. The Indemnifying Party (b) the indemnifying party shall be entitled to consent participate in (but not control) the defense of such action, with its counsel and at its own expense. If the indemnifying party thereafter seeks to a settlement of, question the manner in which the indemnified party defended such third party claim or the stipulation amount or nature of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon indemnifying party shall have the burden to prove by a complete release by the claimant preponderance of the Indemnified Party and (iii) evidence that the indemnified party did not defend or settle such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessthird party claim in a reasonably prudent manner as a prudent businessman would if his own funds were subject to such suit.

Defense by Indemnifying Party. In connection with any claim giving which may give rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreementhereunder, the Indemnifying Party Party, at its sole cost and expense expense, may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it the Indemnifying Party acknowledges to the Indemnified Party in writing its obligations the obligation of the Indemnifying Party to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adverselyclaim. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use the Indemnifying Party shall select counsel of its choice to prosecute such defense, subject reasonably acceptable to the approval Indemnified Party to conduct the defense of such counsel by claims or legal proceedings and at the sole cost and expense of the Indemnifying Party shall take all steps necessary in the defense or settlement thereof. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any such claim or legal proceeding, without the prior written consent of the Indemnified Party, Party (which approval consent shall not be unreasonably withheld or delayed). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom within 30 days after the date such claim is made: (a) the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party shall take all steps necessary to pursue may deem appropriate, and (b) the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or participate in (but not control) the stipulation defense of any judgment arising from, any such claim or legal proceedingaction, with its counsel and at its own expense. If the consent of Indemnifying Party thereafter seeks to question the Indemnified Party, manner in which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party pays or causes shall have the burden to be paid all Losses arising out prove by a preponderance of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by evidence that the Indemnified Party which then remain unpaid did not defend or unreimbursed), (ii) settle such third party claim in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessreasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, If an Indemnifying Party notifies an Indemnified Party within the Election Period that the Indemnifying Party does not dispute its potential liability to the Indemnified Party under this Article X and that the Indemnifying Party elects to assume the defense of the Third-Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense mayexpense, upon written notice to the Indemnified Partysuch Third-Party Claim by all appropriate proceedings, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will which proceedings shall be financially able to satisfy such claims in full if the same are decided adversely. If prosecuted diligently by the Indemnifying Party assumes to a final conclusion or settled at the defense discretion of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval Indemnifying Party in accordance with this Section 10.6.2. The Indemnifying Party shall have full control of such counsel defense and proceedings, including any compromise or settlement thereof; provided, however, that any settlement entailing non-monetary consideration must be approved, in advance, by the Indemnified Party, which approval shall not be unreasonably withheld delayed or delayedwithheld. The Indemnified Party shall be entitled to participate in (but not control) is hereby authorized, at the defense sole cost and expense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, but only if the Indemnified Party (is actually entitled to indemnification hereunder or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If if the Indemnifying Party assumes the defense with respect to the Third-Party Claim), to file, during the Election Period, any motion, answer or other pleadings which the Indemnified Party shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such claim or legal proceedingaction that is prejudicial and conclusively causes a final adjudication adverse to the Indemnifying Party, the Indemnifying Party shall take all steps necessary be relieved of its obligations hereunder with respect to pursue such Third-Party Claim). If requested by the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party pays and its counsel in contesting any Third-Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third-Party Claim or causes to be paid all Losses arising out any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred any Third-Party Claim controlled by the Indemnified Indemnifying Party which then remain unpaid or unreimbursed)pursuant to this Section 10.6., (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) shall bear its own costs and expenses with respect to any such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessparticipation.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this AgreementAgreement (a “Third Party Claim”), the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding Third Party Claim (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim Third Party Claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims Third Party Claim in full if the same are is decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceedingThird Party Claim, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such actionThird Party Claim, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified PartyParty (it being understood that the mere fact that the Indemnifying Party is required to indemnify the Indemnified Party hereunder shall not, absent any other conflict of interest, constitute a conflict of interest for this purpose), then the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnifying Party, but in no event shall the Indemnified PartyParty be liable for the costs and expenses of more than one such separate counsel. If the Indemnifying Party assumes the defense of any such claim or legal proceedingThird Party Claim, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as are reasonably required by the Indemnifying Party without cost to the Indemnifying Party. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceedingThird Party Claim, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party Party, invalidate, subordinate or result in a license of any Intellectual Property which is part of the Purchased Assets or impose any restriction upon its conduct of business. Notwithstanding the foregoing, however, Buyer, if it is the Indemnified Party, shall in all cases be entitled to control of the defense of any such Third Party Claim if it (a) may result in liabilities which, taken with other then existing claims by Buyer under this ARTICLE XIII, would not be fully indemnified hereunder, (b) may have an adverse impact on the operations or the financial condition of Buyer or the Business (including an effect on the Tax liabilities, earnings or ongoing business relationships of Buyer or the Business thereafter) even if the Indemnifying Party pays all indemnification amounts in full, (c) relates to any Intellectual Property which is part of the Purchased Assets, (d) seeks non-monetary relief (including, but not limited to, an order or injunction) which could adversely affect the Business, or (d) seeks criminal penalties, fines or sanctions against Buyer.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.assumes

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. In this regard, Txxx & Gxxxx LLP is hereby approved by Fxxxx as counsel to the Company (in its capacity as the Indemnifying Party). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any indemnification claim giving rise to indemnity hereunder resulting from or arising out of any a claim or legal proceeding (a “Third Party Claim”) by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) Third Party Claim if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim Third Party Claim (subject to any limitations on such liability contained in this Agreement) Agreement and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, reasonable assurances that it will be financially able has the resources (both financial and personnel) to satisfy maintain the assumption of such claims in full if defense (the same are decided adversely“Reasonable Assurances”). If the Indemnifying Party assumes the defense of any such claim or legal proceedingThird Party Claim, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such actionThird Party Claim, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceedingThird Party Claim, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner, and the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or its control relating thereto as are reasonably required by the Indemnifying Party, without cost to the Indemnifying Party. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceedingThird Party Claim, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, however that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses (defined below) arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.the

Defense by Indemnifying Party. In connection with any claim claims giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a third party to this Agreement("Third Party Claims"), the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) proceeding; provided, however, that if it acknowledges to the Indemnified Party determines that there is a reasonable probability that a claim may materially and adversely affect it, other than solely as a result of money damages required to be reimbursed in writing its obligations to indemnify full under this Section 10, the Indemnified Party with respect shall have the right to all elements of defend against such claim (subject to any limitations or legal proceedings at the expense of the Indemnifying Party and in such manner as it may reasonably deem appropriate, including but not limited to, settling such claim or legal proceedings at the expense of the Indemnifying Party and on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to terms as the Indemnified PartyParty may reasonably deem appropriate. The Indemnified Party shall be entitled to participate in the defense of any such action, that it will be financially able to satisfy such claims in full if the same are decided adverselywith its counsel and at its own expense. If the Indemnifying Party assumes does not assume the defense of any such claim or legal proceedingproceeding resulting therefrom within 30 days after the date of receipt of the notice referred to in Section 10.4 above, (a) the Indemnified Party may defend against such claim or legal proceeding at the expense of the Indemnifying Party and in such manner as it may use counsel reasonably deem appropriate, including but not limited to, settling such claim or legal proceeding at the expense of its choice to prosecute the Indemnifying Party and on such defense, subject to the approval of such counsel by terms as the Indemnified PartyParty may deem appropriate, which approval shall not be unreasonably withheld or delayed. The Indemnified and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the . No settlement of any claim or legal proceeding by an Indemnified Party, unless consented to in its sole discretion, determines that there exists writing by the Buyer (in the case of a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Stockholder as Indemnified Party) or the Stockholders' Representative (in the case of the Buyer or the Company as Indemnified Party), shall be conclusive as to the amount of the Loss incurred by such Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any in connection with such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.10.6

Defense by Indemnifying Party. In connection with any indemnification claim giving rise to indemnity hereunder resulting from or arising out of any a claim or legal proceeding (a “Third Party Claim”) by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) Third Party Claim if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim Third Party Claim (subject to any limitations on such liability contained in this Agreement) Agreement and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, reasonable assurances that it will be financially able has the resources (both financial and personnel) to satisfy maintain the assumption of such claims in full if defense (the same are decided adversely“Reasonable Assurances”)). If the Indemnifying Party assumes the defense of any such claim or legal proceedingThird Party Claim, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such actionThird Party Claim, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceedingThird Party Claim, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner, and the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or its control relating thereto as are reasonably required by the Indemnifying Party, without cost to the Indemnifying Party. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment judgement arising from, any such claim or legal proceedingThird Party Claim, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, however that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party Party, and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business or otherwise adversely effect its business.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party indemnifying party at its sole cost and expense may, upon written notice to the Indemnified Partyindemnified party given within 30 days after delivery of the written notice referred to in Section 6.3. hereof, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party indemnified party in writing its obligations to indemnify the Indemnified Party indemnified party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified claim. The Indemnifying Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of however, shall not settle any such claim or legal proceeding, it may use counsel proceeding in a manner that imposes obligations or duties on the indemnified party without the prior written consent of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Partyindemnified party, which approval shall consent will not be unreasonably withheld or delayedwithheld. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes indemnifying party does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom, (a) the Indemnifying Party shall take all steps necessary indemnified party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to pursue the resolution thereof in a prompt indemnifying party, on such terms as the indemnified party may deem appropriate, and diligent manner. The Indemnifying Party (b) the indemnifying party shall be entitled to consent participate in (but not control) the defense of such action, with its counsel and at its own expense. If the indemnifying party thereafter seeks to a settlement of, question the manner in which the indemnified party defended such third party claim or the stipulation amount or nature of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon indemnifying party shall have the burden to prove by a complete release by the claimant preponderance of the Indemnified Party and (iii) evidence that the indemnified party did not defend or settle such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessthird party claim in a reasonably prudent manner as a prudent businessman would if his own funds were subject to such suit.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, If the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to notifies the Indemnified Party in writing its obligations within the Dispute Period that the Indemnifying Party desires to indemnify defend the Indemnified Party with respect to all elements of such claim (subject the Third Party Claim pursuant to any limitations on such liability contained in this Agreement) and (ii) if it provides assurancesSection 9.2, then the Indemnifying Party will have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, that it at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings will be financially able to satisfy such claims in full if the same are decided adversely. If vigorously and diligently prosecuted or defended by the Indemnifying Party assumes to a final conclusion or will be settled at the defense discretion of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, but only with the consent of the Indemnified Party, Party in its sole discretion in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which consent shall the Indemnified Party will not be unreasonably withheld indemnified in full pursuant to Section 9.1). Subject to the immediately preceding sentence, the Indemnifying Party will have full control of such defense and proceedings, including any compromise or delayed; settlement thereof, provided, however, that no such consent shall be required from the Indemnified Party if (i) may, at the cost and expense of the Indemnifying Party, at any time prior to the Indemnifying Party's delivery of the notice referred to in the first sentence of this Section 9.2(a)(i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests. If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party pays or causes in contesting any Third Party Claim that the Indemnifying Party elects to contest. Notwithstanding anything else contained in this Section 9.2(a)(i), the Surviving Corporation shall defend and control, pursuant to Section 9.2(a)(ii), any Third Party Claim that relates to Taxes for which it may be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessParty.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. In this regard, Xxxxxxx Xxxxxx, Esq. is hereby approved by 8687544 as counsel to INOL (in its capacity as the Indemnifying Party). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection Except with any claim giving rise respect to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this AgreementTax Audits described in Section 6.7(d), the Indemnifying Party at its sole cost and expense mayshall have the right to defend the Indemnified Party against such Third Party Claim, upon which right will be deemed waived by the Indemnifying Party if not exercised by delivering written notice Notice thereof to the Indemnified Party no later than 30 days after the Indemnifying Party’s receipt of the applicable Claim Notice. The Indemnifying Party’s failure to respond in writing to a Notice with respect to a Third Party Claim within the 30-day period shall be deemed an election by the Indemnifying Party not to assume responsibility for defense and payment of the Third Party Claim. The Indemnified Party is authorized, prior to and during such 30-day period, to file any motion, pleading or other answer that it deems necessary or appropriate to protect its interests, or those of the Indemnifying Party, and that is not prejudicial to the Indemnifying Party. If the Indemnifying Party timely notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of any such claim or legal proceeding the Third Party Claim, then (i) if it acknowledges the Indemnifying Party shall have the right to defend such Third Party Claim in good faith with counsel selected by the Indemnified Indemnifying Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, who shall be reasonably satisfactory to the Indemnified Party), that it will be financially able by all appropriate proceedings, to satisfy such claims in full if a final conclusion or settlement at the same are decided adversely. If discretion of the Indemnifying Party assumes the defense of any such claim or legal proceedingin accordance with this Section 11.7(b), it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party shall pay any judgment entered or settlement with respect to such Third Party Claim and (ii) the Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any constituent party thereof) and settlement agreement or consent to the Indemnified Partyentry of any judgment with respect thereto, without the written consent of the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld withheld, conditioned, or delayed; provided, however, ) that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out does not result in a final resolution of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Parties’ liability to the Third Party which then remain unpaid or unreimbursed)with respect to the claim (including, (ii) in the case of a settlement, the settlement is conditioned upon a complete an unconditional written release by the claimant of the Indemnified Party and from all further liability in respect of such claim), (ii) may adversely affect in any material respect the Indemnified Party (other than as a result of money damages covered by the indemnity), (iii) such settlement requires a non-monetary commitment by the Indemnified Party, including compliance with an injunction or judgment does not require the encumbrance other equitable relief, (iv) includes any admission of guilt or culpability or (v) could set a legal precedent for, or otherwise prejudice Corporation or any of its Affiliates’ ability to legally defend, any calculation or payment of any asset of royalties or overriding royalties attributable to the period after the Effective Date (including any deduction in connection therewith). If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest pursuant to this Section 11.7(b), including the making of any related counterclaim against the Third Party asserting the Third Party Claim or impose any restriction upon cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 11.7(b), and the Indemnified Party shall bear its conduct of businessown costs and expenses with respect to such participation.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. In this regard, Txxx & Gxxxx, P.C. is hereby approved by Omni as counsel to the Company (in its capacity as the Indemnifying Party). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder or resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party indemnifying party at its sole cost and expense may, upon written notice to the Indemnified Partyindemnified party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party indemnified party in writing its obligations to indemnify the Indemnified Party indemnified party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) claim, and (ii) if it provides assurances, thereafter diligently conducts the defense thereof with counsel reasonably satisfactory acceptable to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayedindemnified party. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its is own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes indemnifying party does not assume or fails to conduct in a diligent manner the defense of any such claim or legal proceedinglitigation resulting therefrom, (i) the Indemnifying Party shall take all steps necessary indemnified party may defend against such claim or litigation, in such manner as it may deem appropriate, including, without limitation, settling such claim or litigation, after giving notice of the same to pursue the resolution thereof in a prompt indemnifying party, on such terms as the indemnified party may deem appropriate, and diligent manner. The Indemnifying Party (ii) the indemnifying party shall be entitled to consent participate in (but not control) the defense of such action, with its counsel and it its own expense. If the indemnifying party thereafter seeks to a settlement of, question the manner in which the indemnified party defended such third party claim or the stipulation amount or nature of any judgment arising fromsuch settlement, any the indemnifying party shall have the burden to prove by a preponderance of the evidence that the indemnified party did not defend or settle such third party claim or legal proceeding, in a reasonably prudent manner. Each party agrees to cooperate fully with the consent other, such cooperation to include, without limitation, attendance at depositions and the provision of relevant documents as may be reasonably requested by the Indemnified Party, which consent shall not be unreasonably withheld or delayedindemnifying party; provided, howeverthat the indemnifying party will hold the indemnified party harmless from all of its expenses, that no including reasonable attorneys' fees, incurred in connection with such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred cooperation by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessindemnified party.

Defense by Indemnifying Party. In connection If the INDEMNIFYING PARTY notifies the INDEMNIFIED PARTY within the DISPUTE PERIOD that the INDEMNIFYING PARTY desires to defend the INDEMNIFIED PARTY with any claim giving rise respect to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party the THIRD PARTY CLAIM pursuant to this AgreementSection 7.2, then the Indemnifying Party INDEMNIFYING PARTY will have the right to defend, with counsel reasonably satisfactory to the INDEMNIFIED PARTY, at its the sole cost and expense mayof the INDEMNIFYING PARTY, upon written notice to the Indemnified Partysuch THIRD PARTY CLAIM by all appropriate proceedings, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it which proceedings will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim vigorously and diligently prosecuted or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel defended by the Indemnified Party, which approval shall not INDEMNIFYING PARTY to a final conclusion or will be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in settled at the discretion of the INDEMNIFYING PARTY (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, only with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) INDEMNIFIED PARTY in its sole discretion in the case of a settlementany settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the INDEMNIFIED PARTY will not be indemnified in full pursuant to Section 7.1). Subject to the immediately preceding sentence, the INDEMNIFYING PARTY will have full control of such defense and proceedings, including any compromise or settlement is conditioned upon a complete release thereof; PROVIDED, HOWEVER, that the INDEMNIFIED PARTY may, at the cost and expense of the INDEMNIFYING PARTY, at any time prior to the INDEMNIFYING PARTY’S delivery of notice to assume the defense of such Third Party Claim, file any motion, answer or other pleadings or take any other action that the INDEMNIFIED PARTY reasonably believes to be necessary or appropriate to protect its interests. The INDEMNIFYING PARTY shall not be liable to the INDEMNIFIED PARTY for legal expenses incurred by the claimant INDEMNIFIED PARTY in connection with the defense of such Third Party Claim after the INDEMNIFYING PARTY’S delivery of notice to assume the defense. In addition, if requested by the INDEMNIFYING PARTY, the INDEMNIFIED PARTY will, at the sole cost and expense of the Indemnified Party and (iii) such settlement or judgment does not require INDEMNIFYING PARTY, provide reasonable cooperation to the encumbrance of INDEMNIFYING PARTY in contesting any asset of THIRD PARTY CLAIM that the Indemnified Party or impose any restriction upon its conduct of businessINDEMNIFYING PARTY elects to contest.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding using counsel of its choice (subject to the approval of the Indemnified Party, which approval may not be unreasonably withheld or delayed) if it (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory demonstrates its ability to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes undertake the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayedproceeding and satisfy any liabilities resulting therefrom. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole reasonable discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any such constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Indemnifying Party, but in no event shall the Indemnifying Party be liable to pay for the costs and expenses of more than one separate firm of attorneys (in addition to any local counsel). If the Indemnifying Party assumes does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom, the Indemnified Party may settle or defend against such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party shall take all steps necessary to pursue may deem appropriate, and the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to a settlement of, question the manner in which the Indemnified Party defended such third-party claim or the stipulation amount or nature of any judgment arising fromsuch settlement, any such claim or legal proceeding, with the consent Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party, which consent shall Party did not be unreasonably withheld defend or delayed; providedsettle such third-party claim in a reasonably prudent manner. Notwithstanding the foregoing, however, that no Purchaser shall in all cases be entitled to control of the defense of any such consent shall be required from the Indemnified Party action if it (i) may result in injunctions or other equitable remedies in respect of Purchaser or the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), Business; (ii) may result in the case of a settlementliabilities which, the settlement is conditioned upon a complete release taken with other then-existing claims by the claimant of the Indemnified Party and Purchaser under this Article XI, would not be fully indemnified hereunder; or (iii) such settlement may have an adverse impact on the Business or judgment does not require the encumbrance financial condition of any asset Purchaser including an effect on the Tax liabilities, earnings or ongoing business relationships of Purchaser even if the Indemnified Party or impose any restriction upon its conduct of businessSeller satisfies all indemnification amounts in full.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder or resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party indemnifying party at its sole cost and expense may, upon written notice to the Indemnified Partyindemnified party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party indemnified party in writing its obligations to indemnify the Indemnified Party indemnified party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) claim, and (ii) if it provides assurances, thereafter diligently conducts the defense thereof with counsel reasonably satisfactory acceptable to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayedindemnified party. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes indemnifying party does not assume or fails to conduct in a diligent manner the defense of any such claim or legal proceedinglitigation resulting therefrom, (a) the Indemnifying Party shall take all steps necessary indemnified party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or 17 litigation, after giving notice of the same to pursue the resolution thereof in a prompt indemnifying party, on such terms as the indemnified party may deem appropriate, and diligent manner. The Indemnifying Party (b) the indemnifying party shall be entitled to consent participate in (but not control) the defense of such action, with its counsel and at its own expense. If the indemnifying party thereafter seeks to a settlement of, question the manner in which the indemnified party defended such third party claim or the stipulation amount or nature of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon indemnifying party shall have the burden to prove by a complete release preponderance of the evidence that the indemnified party did not defend or settle such third party claim in a reasonably prudent manner. Each party agrees to cooperate fully with the other, such cooperation to include, without limitation, attendance at depositions and the provision of relevant documents as may be reasonably requested by the claimant indemnifying party, provided that the indemnifying party will hold the indemnified party harmless from all of its expenses, including reasonable attorney's fees, incurred in connection with such cooperation by the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessindemnified party.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreementthird party, the Indemnifying Party indemnifying party, at its sole cost and expense expense, may, upon written notice to the Indemnified Partyindemnified party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adverselyproceeding. If the Indemnifying Party indemnifying party assumes the defense of any such claim or legal proceeding, it may use the indemnifying party shall select counsel of its choice to prosecute such defense, subject reasonably acceptable to the approval indemnified party to conduct the defense of such counsel by claims or legal proceedings and at the Indemnified Partyindemnifying party’s sole cost and expense shall take all reasonable steps necessary in the defense or settlement thereof. The indemnifying party shall not consent to a settlement of, or the entry of any judgment arising from, any such claim or legal proceeding, without the prior written consent of the indemnified party, which approval consent shall not be unreasonably withheld withheld, conditioned or delayed, if (a) the indemnifying party admits in writing its liability to hold the indemnified party harmless from and against any losses, damages, expenses and liabilities arising out of such settlement, (b) concurrently with such settlement the indemnifying party pays into court the full amount of all losses, damages, expenses and liabilities to be paid by the indemnifying party in connection with such settlement and obtains a full release of any liability of the indemnified party which is not conditioned upon any further payment and (c) such settlement would not otherwise have a material adverse effect on the indemnified party. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes indemnifying party does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom in accordance with the terms hereof, the Indemnifying Party indemnified party may defend against such claim or litigation in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation, after giving notice of the same to the indemnifying party, on such terms as the indemnified party may deem appropriate. The indemnifying party shall take all steps be required to participate in the defense of any action by providing information necessary to pursue permit the resolution thereof indemnified party to defend such action as indicated in a prompt (d) below and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement ofadvised of its status. In any action by the indemnified party seeking indemnification from the indemnifying party in accordance with the provisions of this Section, or if the stipulation indemnifying party did not assume the defense of any judgment arising from, any such claim or legal proceedinglitigation, with the consent of the Indemnified Party, which consent indemnifying party shall not be unreasonably withheld entitled to question the manner in which the indemnified party defended such claim or delayed; provided, however, that no such consent shall be required from litigation or the Indemnified Party if (i) the Indemnifying Party pays amount or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance nature of any asset of the Indemnified Party or impose any restriction upon its conduct of businesssuch settlement.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayedclaim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; , provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of may not settle any such claim or legal proceeding, action without the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the prior consent of the Indemnified Party, which consent shall not be unreasonably withheld withheld. If the Indemnifying Party does not assume the defense of any such claim or delayed; providedlitigation resulting therefrom within 30 days after the date such claim is made, however, that no such consent shall be required from (a) the Indemnified Party if may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (ib) the Indemnifying Party pays or causes shall be entitled to be paid all Losses arising out participate in (but not control) the defense of such settlement or judgment concurrently action, with its counsel and at its own expense. If the effectiveness thereof (as well as all other Losses theretofore incurred by Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party which then remain unpaid defended such third-party claim or unreimbursedthe amount or nature of any such settlement (or the legal fees and costs related thereto), (ii) in the case Indemnifying Party shall have the burden to prove by a preponderance of a settlement, the settlement is conditioned upon a complete release by the claimant of evidence that the Indemnified Party and (iii) did not defend or settle such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessthird-party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any indemnification claim giving rise to indemnity hereunder resulting from or arising out of any a claim or legal proceeding (a “Third Party Claim”) by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) Third Party Claim if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim Third Party Claim (subject to any limitations on such liability contained in this Agreement) Agreement and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, reasonable assurances that it will be financially able has the resources (both financial and personnel) to satisfy maintain the assumption of such claims in full if defense (the same are decided adversely“Reasonable Assurances”). If the Indemnifying Party assumes the defense of any such claim or legal proceedingThird Party Claim, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such actionThird Party Claim, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceedingThird Party Claim, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner, and the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or its control relating thereto as are reasonably required by the Indemnifying Party, without cost to the Indemnifying Party. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceedingThird Party Claim, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, however that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.be

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out the event of any a claim or legal proceeding demand asserted by a Person who is not third party (a party to this Agreement“Third Party Claim”), the Indemnifying Party at its sole cost and expense mayshall have the right, upon but not the obligation, exercisable by written notice to the Indemnified PartyParty within 10 days of the date of the Notice of Claim concerning the commencement or assertion of any Third Party Claim, assume to participate in the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Third Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adverselyClaim. If the Indemnifying Party assumes gives such notice of intent to defend, the Indemnifying Party shall assume the defense thereof as follows: (a) the Indemnifying Party will defend the Indemnified Party against the matter with counsel compensated by and chosen by the Indemnifying Party, which choice of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, shall be subject to the approval reasonable satisfaction of such counsel by the Indemnified Party; (b) the Indemnified Party may retain separate co-counsel at the sole cost and expense of Indemnified Party; (c) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party; and (d) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement that does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party. If, however, (y) no Indemnifying Party notifies the Indemnified Party within 10 days after the Indemnified Party has given notice of the matter, that the Indemnifying Party is assuming the defense thereof, or (z) , the maximum liability under such Third Party Claim is greater than the available indemnification amount for the Indemnifying Party (after taking into account the amount of all other claims for which approval the Indemnifying Party may be or may be claimed to be liable and any limitations contained in Section 6.3.3 hereof), then the Indemnified Party shall not be unreasonably withheld defend against, or delayedenter into any settlement with respect to the matter. The Indemnified Party shall be entitled to participate in (but not control) settle such Third Party Claim without the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the prior written consent of the Indemnified Indemnifying Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, may upon written notice to the Indemnified Party, Party given within 20 days after the date of the notice of the claim from the Indemnified Party pursuant to Section 6.3 assume the defense of any such claim or legal proceeding with counsel approved by the Indemnified Party, which approval shall not be unreasonably withheld, if (i) if it the Indemnifying Party acknowledges to the Indemnified Party in writing its the Indemnifying Party's obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and claim, (ii) if it provides assurancesthe third party seeks monetary damages only and (iii) an adverse resolution of the third party's claim would not have a materially adverse effect on the good will or the reputation of PURCHASER or SELLER or the future operation, reasonably satisfactory to ownership or use of the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adverselyPurchased Assets. If the Indemnifying Party so assumes such defense, the Indemnified Party shall be entitled to participate in (but not control) such defense with its counsel and at its own expense (except that the Indemnifying Party will be responsible for the reasonable fees and expenses of separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel that the Indemnifying Party has selected has a conflict of interest). In addition, if the Indemnifying Party so assumes such defense it shall take all steps necessary in the defense or settlement thereof; provided, however, that the Indemnifying Party shall not consent to any settlement or to the entry of any judgment with respect to a claim or legal proceeding which does not include a separate release of the Indemnified Party from all liability with respect thereto without the written consent of the Indemnified Party. If the Indemnifying Party does not or is not permitted under the terms hereof to assume the defense of any such claim or legal proceeding, it proceeding (a) the Indemnified Party may use defend such claim against such claim or legal proceeding (with the Indemnifying Party responsible for the reasonable fees and expenses of counsel of its choice to prosecute such defense, subject to the approval of such counsel by for the Indemnified Party, which approval shall ) in such manner as it may deem appropriate (including but not be unreasonably withheld limited to settling such claim or delayed. The legal proceeding on such terms as the Indemnified Party may deem appropriate and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim ----------------------------- giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified PartyParty delivered within 30 days after receipt by the Indemnifying Party of a notice for a claim for indemnification, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use using counsel of its choice to prosecute such defense, (subject to the approval of such counsel by the Indemnified Party, which approval shall may not be unreasonably withheld or delayedwithheld). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a material conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Indemnifying Party. If , but in no event shall the Indemnifying Party assumes be liable for the defense costs and expenses of any more than one such claim or legal proceedingseparate counsel (and one local counsel, as necessary). Notwithstanding the foregoing, the Indemnifying Party shall take all steps necessary to pursue not, without the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the prior written consent of the Indemnified Party, (i) settle or compromise any such claim or litigation or consent to the entry of any judgment which consent shall does not be unreasonably withheld include as an unconditional term thereof the delivery by the claimant or delayed; provided, however, that no such consent shall be required from plaintiff to the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid of a written release from all Losses arising out liability in respect of such settlement claim or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid litigation or unreimbursed), (ii) settle or compromise any claim or litigation in the case of any manner that would be reasonably likely to have a settlement, the settlement is conditioned upon a complete release by the claimant of material adverse effect on the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessParty.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding proceedings by a Person who is not a party to this Agreementthird party, the Indemnifying Party indemnifying party at its sole cost and expense may, upon written notice to the Indemnified Partyindemnified party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party indemnified party in writing its obligations to indemnify the Indemnified Party indemnified party with respect to all elements of such claim. The indemnified party shall be entitled to participate in (but not control) the defense, compromise or settlement of any such action, with its counsel and at its own expense. Such participation shall include, without limitation, the right to consult with the indemnifying party and its counsel or other representatives concerning such claim (subject and the indemnifying party and the indemnified party and their respective counsel or other representatives shall cooperate with respect to such claim. The indemnifying party shall not, without the indemnified party's written consent, settle or compromise any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party, that it will be financially able to satisfy indemnified party of a release from all liability in respect of such claims in full if the same are decided adverselyclaim. If the Indemnifying Party assumes indemnifying party shall elect not to undertake such defense, or within a reasonable time after notice of such claim, does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom, it (a) the indemnified party, at the expense of the indemnifying party, may use counsel defend against such claim or litigation, in such manner as the indemnified party may deem appropriate, including, but not limited to settling such claim or litigation, after giving notice of its choice to prosecute such defense, subject the same to the approval of indemnifying party, on such counsel by terms as the Indemnified Partyindemnified party may deem appropriate, which approval shall not be unreasonably withheld or delayed. The Indemnified Party and (b) the indemnifying party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if . If the Indemnified Party, indemnifying party thereafter seeks to question the manner in its sole discretion, determines that there exists a conflict which the indemnified party defended such third party claim or the amount or nature of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Partysuch settlement, the Indemnified Party (or any constituent indemnifying party thereof) shall have the right burden to engage separate counsel, prove by a preponderance of the reasonable costs and expenses of which shall be paid by evidence that the Indemnified Party. If the Indemnifying Party assumes the defense of any indemnified party did not defend or settle such third party claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent reasonably prudent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by If a Person who Third Party Claim is not a party to this Agreementmade against an Indemnitee, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of any such actiona Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with its counsel and at its own expensethe defense thereof; provided, however, that if the Indemnified PartyIndemnitee shall have the right to employ separate counsel if, in its sole discretionthe Indemnitee's reasonable judgment after consultation with counsel, determines that there exists a conflict of interest between the Indemnitee and the Indemnifying Party (or any constituent party thereof) exists in respect of such claim which would make representation of both parties by one counsel inappropriate, and in such event the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs fees and expenses of which such separate counsel shall be paid by the Indemnified Indemnifying Party. If the Indemnifying Party assumes such defense, the defense Indemnitee shall have the right to participate therein and to employ counsel, subject to the proviso of any such claim or legal proceedingthe preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent mannercontrol such defense. The Indemnifying Party shall be entitled liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to consent assume the defense thereof. If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnitee with respect to a settlement ofThird Party Claim, then in no event will the Indemnitee admit any liability with respect to, or the stipulation of any judgment arising fromsettle, compromise or discharge, any such claim or legal proceeding, with Third Party Claim without the consent of the Indemnified Indemnifying Party, which consent shall not be unreasonably withheld or delayed's prior written consent; provided, however, that no the Indemnitee shall have the right to settle, compromise or discharge such Third Party Claim without the consent shall be required from the Indemnified Party if (i) of the Indemnifying Party pays if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or causes discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnitee with respect to a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would be required to be paid all Losses arising out by or on behalf of the Indemnifying Party in connection with such settlement settlement, compromise or judgment concurrently with discharge. If an Indemnifying Party elects not to assume the effectiveness thereof defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (as well as all other Losses theretofore and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which then remain unpaid the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages; provided, however, that the Indemnitee shall not settle any related claim for money damages without the prior written consent of the Indemnifying Party, which consent shall out be unreasonably withheld. If such equitable relief or unreimbursed), (ii) in other relief portion of the case of a settlementThird Party Claim can be so separated from that for money damages, the settlement is conditioned upon a complete release by Indemnifying Party shall be entitled to assume the claimant defense of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessportion relating to money damages.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding using counsel of its choice (subject to the approval of the Indemnified Party, which approval may not be unreasonably withheld or delayed) if it (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory demonstrates its ability to undertake the Indemnified Party, that it will be financially able to defense of such claim or proceeding and satisfy such claims in full if the same are decided adverselyany liabilities resulting therefrom. If the an Indemnifying Party assumes the defense of any such claim an action, no compromise or legal proceeding, it settlement thereof may use counsel of its choice to prosecute such defense, subject to be effected by the approval of such counsel by Indemnifying Party without the Indemnified Party, which approval shall not ’s consent unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be unreasonably withheld or delayedmade against the Indemnified Party and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole reasonable discretion, determines that there exists or may exist a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party or that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party (or any such constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnifying Party, but in no event shall the Indemnifying Party be liable to pay for the costs and expenses of more than one separate firm of attorneys (in addition to any local counsel). If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom, the Indemnifying Party shall be responsible for the reasonable costs and expenses of the Indemnified Party’s defense thereof and the Indemnified Party may settle or defend against such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense, and shall be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnified Party. If the Indemnifying Party assumes thereafter seeks to question the defense manner in which the Indemnified Party defended such third-party claim or the amount or nature of any such claim or legal proceedingsettlement, the Indemnifying Party shall take all steps necessary have the burden to pursue the resolution thereof in prove by a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent preponderance of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, evidence that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays did not defend or causes to be paid all Losses arising out of settle such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) third-party claim in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessreasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim ----------------------------- giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayedclaim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom within one month after the date such claim is made, (a) provided that counsel for the Indemnified Party shall have been approved by the Indemnifying Party, which approval shall not be unreasonably withheld, the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party shall take all steps necessary to pursue may deem appropriate, and (b) the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or participate in (but not control) the stipulation defense of any judgment arising from, any such claim or legal proceedingaction, with its counsel and at its own expense. If the consent of Indemnifying Party thereafter seeks to question the Indemnified Party, manner in which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) defended such third-party claim or the amount or nature of any such settlement, the Indemnifying Party pays or causes shall have the burden to be paid all Losses arising out prove by a preponderance of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by evidence that the Indemnified Party which then remain unpaid did not defend or unreimbursed), (ii) settle such third-party claim in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessreasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, If the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to notifies the Indemnified Party in writing its obligations within the Dispute Period that the Indemnifying Party desires to indemnify defend the Indemnified Party with respect to all elements of such claim (subject the Third-Party Claim pursuant to any limitations on such liability contained in this Agreement) and (ii) if it provides assurancesSection 9.2, then the Indemnifying Party will have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, that it at the sole cost and expense of the Indemnifying Party, such Third-Party Claim by all appropriate proceedings, which proceedings will be financially able to satisfy such claims in full if the same are decided adversely. If vigorously and diligently prosecuted or defended by the Indemnifying Party assumes to a final conclusion or will be settled at the defense discretion of the Indemnifying Party (but only with the prior written consent of the Indemnified Party in its sole discretion in the case of any such claim or legal proceeding, it may use counsel settlement that provides for any relief other than the payment of its choice monetary damages as to prosecute such defense, subject which the Indemnified Party will be indemnified in full pursuant to Section 9.1). Subject to the approval immediately preceding sentence, the Indemnifying Party will have full control of such counsel by the Indemnified Partydefense and proceedings, which approval shall not be unreasonably withheld including any compromise or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expensesettlement thereof; provided, however, that (A) the Indemnified Party may, at the cost and expense of the Indemnifying Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this Section 9.2(a)(i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests and (B) the Seller, in its capacity as the Indemnifying Party, shall not settle or compromise any Third-Party Claim that relates to Taxes if such settlement or compromise would result in any Tax detriment to either Purchaser or any of its Affiliates without the prior written consent of the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between . If requested by the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have will, at the right sole cost and expense of the Indemnifying Party, provide reasonable cooperation to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of in contesting any such claim or legal proceeding, Third-Party Claim that the Indemnifying Party elects to contest. Notwithstanding anything else contained in this Section 9.2(a)(i), the Purchasers shall take all steps necessary defend and control, pursuant to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising fromSection 9.2(a)(ii), any such claim or legal proceeding, with the consent of the Third-Party Claim that relates to Taxes for which they may be an Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity an indemnification right hereunder or resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party indemnifying party at its sole cost and expense may, upon written notice to the Indemnified Partyindemnified party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party indemnified party in writing its obligations to indemnify the Indemnified Party indemnified party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) claim, and (ii) if it provides assurances, thereafter diligently conducts the defense thereof with counsel reasonably satisfactory acceptable to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adverselyindemnified party. If the Indemnifying Party assumes indemnifying party acknowledges in writing as specified above that it shall assume the defense of any such claim or legal proceedingaction, it may use counsel of its choice to prosecute such defense, subject then the indemnifying party shall keep the indemnified party informed with respect to the approval defense of such counsel by action and the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If (A) the Indemnifying Party assumes indemnifying party does not acknowledge in writing as specified above that it shall assume or fails to conduct in a diligent manner the defense of any such claim or litigation resulting therefrom, or (B) the indemnified party shall have reasonably concluded that there may be one or more legal proceedingdefenses available to it which are different from, or, additional to those available to the Indemnifying Party shall take all steps necessary indemnifying party or other indemnified parties with respect to pursue such claim or litigation, then, (i) the resolution thereof indemnified party may defend against such claim or litigation, in a prompt such manner as it may deem appropriate, including, without limitation, settling such claim or litigation, after giving notice of the same to the indemnifying party, on such terms as the indemnified party may deem appropriate, and diligent manner. The Indemnifying Party (ii) the indemnifying party shall be entitled to consent participate in (but not control) the defense of such action, with its counsel and at its own expense. If the indemnifying party thereafter seeks to a settlement of, question the manner in which the indemnified party defended such third party claim or the stipulation amount or nature of any judgment arising fromsuch settlement, any the indemnifying party shall have the burden to prove by a preponderance of the evidence that the indemnified party did not defend or settle such third party claim or legal proceeding, in a reasonably prudent manner. Each party agrees to cooperate fully with the consent other, such cooperation to include, without limitation, attendance at depositions and the provisions of relevant documents as may be reasonably requested by the Indemnified Party, which consent shall not be unreasonably withheld or delayedindemnifying party; provided, howeverthat the indemnifying party will hold the indemnified party harmless from all of its expenses, that no including reasonable attorneys' fees, incurred in connection with such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred cooperation by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessindemnified party.

Defense by Indemnifying Party. In connection with any claim Claim or Liability giving rise to indemnity hereunder resulting from or arising out of any claim Claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense maymay (but shall not be required to), upon written notice to the Indemnified Party, assume the defense of any such claim Claim or legal proceeding (i) Liability if it acknowledges to the Indemnified Party in writing prior to such assumption its obligations obligation to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim Claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayedLiability. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes does not assume the defense of any such claim Claim or legal proceedingLiability resulting therefrom, (a) the Indemnified Party may defend against such Claim or Liability, in such manner as it may deem appropriate, including, but not limited to, settling such Claim or Liability (after giving five (5) Business Days prior written notice of the same to the Indemnifying Party) on such terms as the Indemnified Party shall take all steps necessary to pursue may deem appropriate, and (b) the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or participate in (but not control) the stipulation defense of any judgment arising from, any such claim or legal proceedingaction, with its own counsel and at its own expense. The Indemnified Party shall not settle or compromise any Claim or Liability by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnified Indemnifying Party, which consent unless suit shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of have been instituted against the Indemnified Party and (iii) the Indemnifying Party shall not have taken control of such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.suit after notification thereof as provided in Section 7.6

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified PartyParty delivered within 15 days after receipt by the Indemnifying Party of a notice for a claim for indemnification, assume the defense of any such claim or legal proceeding using counsel of its choice (isubject to the approval of the Indemnified Party, which approval shall not be unreasonably withheld or delayed) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayedclaim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, provided that if the Indemnified Party, in its sole discretion, Party reasonably determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified PartyParty (or any constituent party thereof), the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnifying Party, but in no event shall the Indemnifying Party be liable for (a) the costs and expenses of more than one such separate counsel or (b) the costs and expenses of any such separate counsel which are incurred prior to the date on which the Indemnified PartyParty delivers to the Indemnifying Party written notice of the engagement of such separate counsel. If the Indemnifying Party assumes does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom, the Indemnified Party may defend against such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party shall take all steps necessary to pursue may deem appropriate, and the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or participate in (but not control) the stipulation defense of any judgment arising from, any such claim or legal proceedingaction, with its counsel and at its own expense. If the consent of Indemnifying Party thereafter seeks to question the Indemnified Party, manner in which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) defended such third-party claim or the amount or nature of any such settlement, the Indemnifying Party pays or causes shall have the burden to be paid all Losses arising out prove by a preponderance of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by evidence that the Indemnified Party which then remain unpaid did not defend or unreimbursed), (ii) settle such third-party claim in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessreasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. In this regard, Loeb & Loeb LLP is hereby approved by Spectre as counsel to the Company (in its capacity as the Indemnifying Party). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; providedPROVIDED, howeverHOWEVER, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim ----------------------------- giving rise to indemnity hereunder or resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party indemnifying party at its sole cost and expense may, upon written notice to the Indemnified Partyindemnified party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party indemnified party in writing its obligations to indemnify the Indemnified Party indemnified party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) claim, and (ii) if it provides assurances, thereafter diligently conducts the defense thereof with counsel reasonably satisfactory acceptable to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adverselyindemnified party. If the Indemnifying Party assumes indemnifying party acknowledges in writing as specified above that it shall assume the defense of any such claim or legal proceedingaction, it may use counsel of its choice to prosecute such defense, subject then the indemnifying party shall keep the indemnified party informed with respect to the approval defense of such counsel by action and the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If (A) the Indemnifying Party assumes indemnifying party does not acknowledge in writing as specified above that it shall assume or fails to conduct in a diligent manner the defense of any such claim or litigation resulting therefrom, or (B) the indemnified party shall have reasonably concluded that there may be one or more legal proceedingdefenses available to it which are different from, or, additional to those available to the Indemnifying Party shall take all steps necessary indemnifying party or other indemnified parties with respect to pursue such claim or litigation, then, (i) the resolution thereof indemnified party may defend against such claim or litigation, in a prompt such manner as it may deem appropriate, including, without limitation, settling such claim or litigation, after giving notice of the same to the indemnifying party, on such terms as the indemnified party may deem appropriate, and diligent manner. The Indemnifying Party (ii) the indemnifying party shall be entitled to consent participate in (but not control) the defense of such action, with its counsel and at its own expense. If the indemnifying party thereafter seeks to a settlement of, question the manner in which the indemnified party defended such third party claim or the stipulation amount or nature of any judgment arising fromsuch settlement, any the indemnifying party shall have the burden to prove by a preponderance of the evidence that the indemnified party did not defend or settle such third party claim or legal proceeding, in a reasonably prudent manner. Each party agrees to cooperate fully with the consent other, such cooperation to include, without limitation, attendance at depositions and the provisions of relevant documents as may be reasonably requested by the Indemnified Party, which consent shall not be unreasonably withheld or delayedindemnifying party; provided, howeverthat the indemnifying party will hold the indemnified party harmless from all of its expenses, that no including reasonable attorneys' fees, incurred in connection with such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred cooperation by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessindemnified party.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, If an Indemnifying Party notifies an Indemnified Party within the Election Period that the Indemnifying Party does not dispute its potential liability to the Indemnified Party under this Article X and that the Indemnifying Party elects to assume the defense of the Third-Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense mayexpense, upon written notice to the Indemnified Partysuch Third-Party Claim by all appropriate proceedings, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will which proceedings shall be financially able to satisfy such claims in full if the same are decided adversely. If prosecuted diligently by the Indemnifying Party assumes to a final conclusion or settled at the defense discretion of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval Indemnifying Party in accordance with this Section 10.6.2. The Indemnifying Party shall have full control of such counsel defense and proceedings, including any compromise or settlement thereof; provided, however, that any settlement entailing non-monetary consideration must be approved, in advance, by the Indemnified Party, which approval shall not be unreasonably withheld delayed or delayedwithheld. The Indemnified Party shall be entitled to participate in (but not control) is hereby authorized, at the defense sole cost and expense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, but only if the Indemnified Party (is actually entitled to indemnification hereunder or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If if the Indemnifying Party assumes the defense with respect to the Third-Party Claim), to file, during the Election Period, any motion, answer or other pleadings which the Indemnified Party shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such claim or legal proceedingaction that is prejudicial and conclusively causes a final adjudication adverse to the Indemnifying Party, the Indemnifying Party shall take all steps necessary be relieved of its obligations hereunder with respect to pursue such Third-Party Claim). If requested by the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party pays and its counsel in contesting any Third-Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third-Party Claim or causes to be paid all Losses arising out any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred any Third-Party Claim controlled by the Indemnified Indemnifying Party which then remain unpaid or unreimbursed)pursuant to this Section 10.6, (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) shall bear its own costs and expenses with respect to any such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessparticipation.

Defense by Indemnifying Party. In connection with any claim giving rise If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall have the right to indemnity hereunder resulting participate in the defense thereof and to employ counsel not reasonably objected to by the Indemnified Party, at its own expense, separate from or arising out the counsel employed by the Indemnifying Party; provided, that, for the avoidance of any claim or legal proceeding by a Person who is not a party to this Agreementdoubt, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any shall control such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adverselydefense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall cooperate in the defense or prosecution thereof, including by (i) retaining and (upon the Indemnifying Party’s request) providing to the Indemnifying Party records and information of such Indemnified Party or any such claim or legal proceeding, it may use counsel of its choice Affiliates that are reasonably relevant to prosecute such defenseThird Party Claim and (ii) making senior management and employees of the Targets, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified and their respective Affiliates and Representatives available to the Indemnifying Party shall be entitled to participate in (but not control) the defense of any such action, with and its counsel and at its own expenseRepresentatives; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, neither the Indemnified Party (or nor any constituent party thereof) of its Affiliates shall have any obligation to provide any records and information the right disclosure of which (1) could reasonably be expected to engage separate counseljeopardize any privilege available to the Indemnified Party or its Affiliates, (2) would cause the Indemnified Party or its Affiliates to breach any confidentiality obligations, or (3) would reasonably be likely to result in a violation of Law in the reasonable costs and expenses discretion of which shall be paid by the Indemnified PartyParty or such Affiliate. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of such claim or legal proceeding, Third Party Claim (i) that the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed)may recommend, (ii) in which the case of a settlement, the settlement sole relief provided is conditioned upon a complete release monetary damages that are paid in full by the claimant of the Indemnified Party Indemnifying Party, and (iii) such settlement or judgment does not require the encumbrance of any asset of that releases the Indemnified Party or impose any restriction upon its conduct of businesscompletely in connection with such Third Party Claim.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, If the Indemnifying Party notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense mayexpense, upon written notice such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the Indemnified Partydiscretion of the Indemnifying Party in accordance with this Section 7.4.2. The Indemnifying Party shall have full control of such defense and proceedings, assume including any compromise or settlement thereof; provided that the defense Indemnifying Party shall not enter into any settlement agreement providing for a finding of any such claim responsibility or legal proceeding (i) if it acknowledges to liability on the part of the Indemnified Party in writing its obligations to indemnify or providing any material sanction or material restriction upon the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense conduct of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel business by the Indemnified Party, without the Indemnified Party's consent, which approval consent shall not unreasonably be unreasonably withheld withheld, conditioned or delayed. The Indemnified Party shall be is hereby authorized, at the sole cost and expense of the Indemnifying Party (but only if the Indemnified Party is actually entitled to participate in indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings which the Indemnified Party shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and not materially prejudicial to the Indemnifying Party (but not control) the defense of it being understood and agreed that if an Indemnified Party takes any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and shall be relieved of its obligations hereunder with respect to such Third Party Claim to the Indemnified extent that such action prejudiced the Indemnifying Party). If requested by the Indemnifying Party, the Indemnified Party (agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person or entity asserting the Third Party Claim or any constituent party thereof) cross-complaint against any person or entity. The Indemnified Party may participate in, but not control, any defense or settlement or any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4, and the Indemnified Party shall have the right to engage separate counsel, the reasonable bear its own costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any with respect to such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessparticipation.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any If a claim or legal proceeding demand is asserted by a third party against an Indemnified Person who is not which involves or appears reasonably likely to involve an Indemnification Claim (a party to this Agreement“Third Party Claim”), the Indemnifying Party at its sole cost and expense mayshall have the right, upon written but not the obligation, exercisable by notice to the Indemnified PartyParty within 10 days of the date of the Notice of Claim concerning the commencement or assertion of a Third Party Claim, to assume the defense of such Third Party Claim provided, however, that the Parent Indemnifying Parties shall not have such right or opportunity to assume and control the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Third Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurancesClaim, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, participate in the defense of such Third Party Claim and shall pay the reasonable costs fees and expenses of which shall be paid counsel retained by the Parent Indemnified Party in respect of the Third Party Claim if (a) such Third Party Claim relates to, or arises in connection with, any criminal proceeding, civil action, indictment, or investigation by any Governmental Entity other than inquiries or audits in the ordinary course of business, (b) such Third Party Claim alleges Losses in excess of the then available funds held in Escrow (after deducting the full amount of all pending Indemnification Claims), (c) the Parent Indemnified Party reasonably believes that an adverse determination with respect to such Third Party Claim would be detrimental to the Parent Indemnified Party’s reputation or continuing business interests, (d) such Third Party Claim seeks an injunction or other equitable relief against the Parent Indemnified Party, or (e) the Parent Indemnifying Parties fail to conduct the defense of such Third Party Claim actively and diligently. The applicable Parent Indemnified Party agrees to defend any such Third Party Claim consistent with the best interest of such Parent Indemnified Party, subject to Section 6.3.13. If the Parent Indemnified Party assumes and controls the defense of a Third Party Claim pursuant to this Section 6.3.4, the Parent Indemnified Party shall permit the Parent Indemnifying Parties to participate in the defense of such claim, have reasonable access to all documents and personnel involved in such claim and to discuss its views and positions with the Parent Indemnified Party. The Parent Indemnified Party agrees, in connection with any such Third Party Claim to work cooperatively and in good faith with the Parent Indemnifying Parties consistent with the best interest of the Parent Indemnified Party. If the Indemnifying Party assumes is entitled under this Section 6.3.4 to assume the defense of any the respective Third Party Claim and gives such claim or legal proceedingnotice of intent to defend, the Indemnifying Party shall take all steps necessary to pursue assume the resolution defense thereof in a prompt and diligent manner. The as follows: (a) the Indemnifying Party shall be entitled will defend the Indemnified Party against the matter with counsel compensated by and chosen by Indemnifying Party, which choice of counsel is subject to the reasonable satisfaction of Indemnified Party; (b) the Indemnified Party may retain separate co-counsel at the sole cost and expense of Indemnified Party; (c) the Indemnified Party will not consent to a settlement of, or the stipulation entry of any judgment arising fromor enter into any settlement with respect to the matter without the consent of the Indemnifying Party; and (d) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any such claim settlement that does not include a provision whereby the plaintiff or legal proceedingclaimant in the matter releases the Indemnified Party from all Liability with respect thereto, with without the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provideddelayed if such settlement only requires the payment by one or more Indemnifying Parties of a monetary amount, howeverdoes not include a statement as to admission of fault, culpability or failure to act by or on behalf of such Parent Indemnified Party, and Parent Indemnified Party could not reasonably believe that the settlement would be detrimental to the Parent Indemnified Party’s reputation or continuing business. If a Third Party Claim is made and no such consent shall be required from Indemnifying Party notifies the Indemnified Party if (i) within 10 days after the Indemnified Party has given notice of the matter that the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with is assuming the effectiveness thereof (as well as all other Losses theretofore incurred by defense thereof, the Indemnified Party which then remain unpaid shall defend against, or unreimbursed), (ii) in enter into any settlement with respect to the case of a settlement, matter. The Indemnified Party shall not settle such Third Party Claim without the settlement is conditioned upon a complete release by the claimant prior consent of the Indemnified Party and (iii) such settlement Indemnifying Party, which consent shall not be unreasonably withheld or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessdelayed.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this License Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this License Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), ; (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party Party; and (iii) such settlement or judgment does not require the encumbrance Encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.. 9.04 Losses Net of Insurance, Etc. The amount of any Losses for which indemnification is provided under this Section shall be net of any amounts recovered by the Indemnified Party pursuant to (i) any indemnification by or indemnification agreement with any third party and/or (ii) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such Losses (each source of recovery referred to in clauses (i) and (ii) of this Section a "Collateral Source"), and (iii) an amount equal to the net tax benefit, if any, actually realized by the Indemnified Party within three years of such Loss. The Indemnified Party shall use commercially reasonable efforts to seek recovery from all Collateral Sources regardless of indemnification available under this Section 9.04. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery pursuant to the preceding sentence; provided, however, that the indemnifying Party will then be responsible for pursuing such claim at its own expense. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 9is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Article 9, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Article 9 had such determination been made at the time of such payment, and any excess recovery from a Collateral Source shall be applied to reduce any future payments to be made by the Indemnifying Party pursuant to Article 9. 9.05

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. In this regard, Loeb & Loeb LLP is hereby approved by Altrimega as counsel to the Company (in its capacity as the Indemnifying Party). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. (a) In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing using counsel of its obligations to indemnify the Indemnified Party with respect to all elements of such claim choice (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the approval of the Indemnified Party, that it will which approval may not be financially able to satisfy such claims in full if the same are decided adverselyunreasonably withheld, conditioned or delayed). If the The Indemnifying Party assumes shall have the defense of right to settle any such claim against it or legal proceeding, as to which it may use counsel of its choice to prosecute such has assumed the defense, subject to the prior written approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld withheld, conditioned or delayed. The Indemnified Party shall be entitled to participate in (but not control) , provided that such settlement involves only the defense payment of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, fixed sum which the Indemnified Party (is obligated to pay and does not include any admission of liability or any constituent party thereof) other such similar admissions by or related to the Indemnified Party with respect to such claim. An Indemnified Party shall have the right to engage separate counselemploy its own counsel in any case, but the reasonable costs fees and expenses of which such counsel shall be paid by at the expense of the Indemnified Party. If Party unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party assumes in connection with the defense of such action or claim, (ii) the Indemnified Party shall have reasonably concluded that there may be defenses available to it which are contrary to, or inconsistent with, those available to the Indemnifying Party, in any of which events such claim or legal proceeding, reasonable fees and expenses of not more than one additional counsel for the Indemnified Party shall be borne by the Indemnifying Party. In the event that the Indemnifying Party shall take all steps necessary to pursue assume or participate in the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement ofdefense of such audit, assessment or the stipulation of any judgment arising fromother proceeding as provided herein, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) shall make available to the Indemnifying Party pays all relevant records and sign such documents as are necessary to defend such audit, assessment or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) proceeding in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.timely manner

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out the event of any a claim or legal proceeding demand asserted by a Person who is not third party (a party to this Agreement“Third Party Claim”), the Indemnifying Party at its sole cost and expense mayshall have the right, upon but not the obligation, exercisable by written notice to the Indemnified PartyParty within 10 days of the date of the Notice of Claim concerning the commencement or assertion of any Third Party Claim, assume to participate in the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Third Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adverselyClaim. If the Indemnifying Party assumes the defense gives such notice of any such claim or legal proceeding, it may use counsel of its choice intent to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceedingdefend, the Indemnifying Party shall take all steps necessary to pursue assume the resolution defense thereof in a prompt and diligent manner. The as follows: (a) the Indemnifying Party will defend the Indemnified Party against the matter with counsel compensated by and chosen by the Indemnifying Party, which choice of counsel shall be entitled subject to the reasonable satisfaction of the Indemnified Party; (b) the Indemnified Party may retain separate co-counsel at the sole cost and expense of Indemnified Party; (c) the Indemnified Party will not consent to a settlement of, or the stipulation entry of any judgment arising fromor enter into any settlement with respect to the matter without the written consent of the Indemnifying Party; and (d) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any such claim settlement that does not include a provision whereby the plaintiff or legal proceedingclaimant in the matter releases the Indemnified Party from all liability with respect thereto, with without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided. If, however, that (y) no such consent shall be required from Indemnifying Party notifies the Indemnified Party if (i) within 10 days after the Indemnified Party has given notice of the matter, that the Indemnifying Party pays is assuming the defense thereof, or causes (z) the maximum liability under such Third Party Claim is less than the available indemnification amount for the Indemnifying Party (after taking into account the amount of all other claims for which the Indemnifying Party may be or may be claimed to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by liable and any limitations contained in Section 6.3.3 hereof), then the Indemnified Party which then remain unpaid shall defend against, or unreimbursed), (ii) in enter into any settlement with respect to the case of a settlement, matter. The Indemnified Party shall not settle such Third Party Claim without the settlement is conditioned upon a complete release by the claimant prior written consent of the Indemnified Party and (iii) such settlement Indemnifying Party, which consent shall not be unreasonably withheld or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessdelayed.

Defense by Indemnifying Party. In connection with any claim giving ----------------------------- rise to indemnity hereunder or resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party indemnifying party at its sole cost and expense may, upon written notice to the Indemnified Partyindemnified party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party indemnified party in writing its obligations to indemnify the Indemnified Party indemnified party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) claim, and (ii) if it provides assurances, thereafter diligently conducts the defense thereof with counsel reasonably satisfactory acceptable to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayedindemnifies party. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes indemnifying party does not assume or fails to conduct in a diligent manner the defense of any such claim or legal proceedinglitigation resulting therefrom, (i) the Indemnifying Party indemnified party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the indemnifying party, on such terms as the indemnified party may deem appropriate all at the expense of the indemnifying party, who shall take promptly reimburse all steps necessary to pursue expenses incurred by the resolution thereof in a prompt indemnified party, and diligent manner. The Indemnifying Party (ii) the indemnifying party shall be entitled to consent participate in (but not control) the defense of such action, with its counsel and at its own expense. If the indemnifying party thereafter seeks to a settlement of, question the manner in which the indemnified party defended such third party claim or the stipulation amount or nature of any judgment arising fromsuch settlement, the indemnifying party shall have the burden to prove by a preponderance of the evidence that the indemnified party did not defend or settle such third party claim in a reasonably prudent manner. Each party agrees to cooperate fully with the other, such cooperation to include, without limitation, attendance at depositions and the provision of relevant documents as may be reasonably requested by the indemnifying party, provided that the indemnifying party will hold the indemnified party harmless from all of its expenses, including reasonable attorney's fees, incurred in connection with such cooperation by the indemnified party. The indemnifying party shall have the right to elect to settle any such claim or legal proceedingdemand, with for monetary damages only, subject to the consent of the Indemnified Partyindemnified party; provided, however, if the ----------------- indemnified party fails to give such consent within 20 days of being requested to do so, the indemnified party shall, at its expense, assume the defense of such claim or demand and regardless of the outcome of such matter, the indemnifying party's liability hereunder shall be limited to the amount of any such proposed settlement. In the event the indemnifying party assumes the defense of a claim or demand, the indemnified party shall have the right to assume control of the defense of any claim or demand from the indemnifying party at any time and to elect to settle such claim or demand; provided, however, the -------- ------- indemnifying party shall have no indemnification obligations with respect to such claim, demand or settlement except for the costs and expenses of such indemnifying party incurred prior to the assumption of the defense of the claim or demand by the indemnified party. Notwithstanding the foregoing, in the event that the indemnified party reasonably determines in good faith that its interest with respect to such claim cannot appropriately be represented by the indemnifying party due to a conflict of interest, such indemnified party shall have the right to assume control of the defense of, and to compromise or settle, such claim (exercising reasonable business judgment) at the indemnifying party's expense; provided; however, that any compromise or settlement shall be subject to the indemnifying party's consent, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businesswithheld.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. In this regard, Xxxxxxx Xxxxxx, Esq. is hereby approved by the Seller as counsel to the Company (in its capacity as the Indemnifying Party). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding using counsel of its choice (subject to the approval of the Indemnified Party, which approval may not be unreasonably withheld or delayed) if it (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory demonstrates its ability to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes undertake the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayedproceeding and satisfy any liabilities resulting therefrom. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole reasonable discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any such constituent party thereof) shall have the right to engage separate counselcounsel reasonably acceptable to the Indemnifying Party, the reasonable costs and expenses of which shall 77 be paid by the Indemnified Indemnifying Party, but in no event shall the Indemnifying Party be liable to pay for the costs and expenses of more than one separate firm of attorneys (in addition to any local counsel). If the Indemnifying Party assumes does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom, the Indemnified Party may settle or defend against such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party shall take all steps necessary to pursue may deem appropriate, and the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to a settlement of, question the manner in which the Indemnified Party defended such third-party claim or the stipulation amount or nature of any judgment arising fromsuch settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third-party claim in a reasonably prudent manner. Notwithstanding the foregoing, however, Purchaser shall in all cases be entitled to control of the defense of any such claim action if it (i) may result in injunctions or legal proceedingother equitable remedies in respect of Purchaser or the Business; (ii) may result in liabilities which, taken with the consent of the Indemnified Partyother then-existing claims by Purchaser under this Article 14, which consent shall would not be unreasonably withheld fully indemnified hereunder; or delayed(iii) may, in the reasonable determination of Purchaser, have an adverse impact on the Business or the financial condition of Purchaser that could be material (including an effect on the Tax liabilities, earnings or ongoing business relationships of Purchaser) even if the Sellers pay all indemnification amounts in full. In the event Purchaser shall assume the defense of any action pursuant to the preceding sentence, it shall provide notice to any party from whom indemnification pursuant to this Article 14 may be sought of any proposed settlement of such action; provided, howeverhowever the failure to provide such notice shall not affect any party's obligations hereunder, except to the extent such party shall prove, by a preponderance of the evidence, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred it has been materially prejudiced by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) failure to receive such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessnotice.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. In this regard, Xxxx Xxxxxx is hereby approved by ECOBLU as counsel to NECO (in its capacity as the Indemnifying Party). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, such matter so long as the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if pursues the same are decided adverselydiligently and in good faith. If the Indemnifying Party assumes undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party's possession or control. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such claim or legal proceedingasserted liability, it may use counsel of its choice to prosecute and for so long as the Indemnifying Party diligently pursues such defense, subject to the approval of such counsel Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party, which approval shall not be unreasonably withheld Party in connection with any defense or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense settlement of any such action, with its counsel and at its own expenseasserted liability; provided, however, that the Indemnified Party shall be entitled, at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and provided, further, if the defendants in any action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the Indemnifying Party, in its sole discretion, determines that or if there exists is a conflict of interest between which would prevent counsel for the Indemnifying Party (or any constituent party thereof) and from also representing the Indemnified Party, the Indemnified Party (or any constituent party thereof) parties shall have the right to engage select separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes counsel to participate in the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out action on behalf of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct Parties, at the expense of businessthe Indemnifying Party.

Defense by Indemnifying Party. In connection with any claim giving ----------------------------- rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes does not assume the defense of any such claim or legal proceeding, litigation resulting therefrom within 30 days after the date the Indemnifying Party shall take all steps necessary to pursue receives notice of such claim, (a) the resolution thereof in a prompt Indemnified Party may defend against such claim or litigation with its own counsel and diligent manner. The at the expense of the Indemnifying Party and (b) the Indemnifying Party shall be entitled to consent to a settlement of, or participate in (but not control) the stipulation defense of any judgment arising from, any such claim or legal proceedingaction, with its own counsel and at its own expense. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnified Party, Indemnifying Party which consent shall not be unreasonably withheld or delayed; providedwithheld, however, except that no such consent shall be required from the Indemnified Party if (i) may compromise or settle any such claim in the event the Indemnifying Party pays or causes fails to be paid all Losses arising out assume the defense of such claim as provided in the prior sentence. Except for the settlement or judgment concurrently with of a claim which involves the effectiveness thereof payment of money only (as well as all other Losses theretofore incurred by in which case the Indemnifying Party shall give the Indemnified Party the opportunity to discuss with it such payment, which then remain unpaid or unreimbursedopportunity shall not affect the right of the Indemnifying Party to effect such settlement in its full discretion), (ii) in the case of a settlement, Indemnifying Party shall not settle or compromise any claim without the settlement is conditioned upon a complete release by the claimant prior written consent of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessParty.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this AgreementAction, the Indemnifying Party Party, at its sole cost and expense mayexpense, upon written notice to the Indemnified Party, shall assume the defense of any such claim or legal Action proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use using counsel of its choice to prosecute such defense, (subject to the approval of such counsel by the Indemnified Party, which approval shall not to be unreasonably withheld withheld, conditioned or delayed). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such actionAction, with its counsel and at its own expense; provided, however, that if the Indemnified PartyParty determines, in its sole reasonable discretion, determines that there exists a conflict of interest exists between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Indemnifying Party, but in no event shall the Indemnifying Party be liable to pay for the costs and expenses of more than one such separate counsel. If the Indemnifying Party assumes does not assume the defense of any such claim Action, or legal proceedingany litigation resulting therefrom, within thirty (30) days of receipt of written notice, the Indemnified Party may defend against such Action or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party shall take all steps necessary to pursue may deem appropriate, and the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or participate (but not control) the stipulation defense of any judgment arising from, any such claim or legal proceedingthe Action, with its counsel and at its own expense. If the consent of Indemnifying Party thereafter seeks to question the Indemnified Party, manner in which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) defended such Action or the amount or nature of any settlement thereof, the Indemnifying Party pays or causes shall have the burden to be paid all Losses arising out prove by a preponderance of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by evidence that the Indemnified Party which then remain unpaid did not defend or unreimbursed), (ii) settle such Action in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessreasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. In this regard, Xxxx Xxxxxx is hereby approved by AEC as counsel to TRET (in its capacity as the Indemnifying Party). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal 02219/0001 142468.2 proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim giving which may give rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreementperson other than the Indemnified Party, the Indemnifying Party Party, at its the sole cost and expense of Indemnifying Party, may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it the Indemnifying Party acknowledges to the Indemnified Party in writing its obligations the obligation of the Indemnifying Party to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adverselyclaim. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use the Indemnifying Party shall select counsel of its choice to prosecute such defense, subject reasonably acceptable to the approval Indemnified Party to conduct the defense of such counsel by claims or legal proceedings and at the sole cost and expense of the Indemnifying Party and shall take all steps necessary in the defense or settlement thereof. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any such claim or legal proceeding, without the prior written consent of the Indemnified Party, Party (which approval consent shall not be unreasonably withheld or delayed). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom within 30 days after the date such claim is made: (a) the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Indemnifying Party, on such terms as the Indemnified Party shall take all steps necessary to pursue may deem appropriate, and (b) the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or participate in (but not control) the stipulation defense of any judgment arising from, any such claim or legal proceedingaction, with its counsel and at its own expense. If Indemnifying Party thereafter seeks to question the consent of the Indemnified Party, manner in which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) defended such third party claim or the amount or nature of any such settlement, Indemnifying Party pays or causes shall have the burden to be paid all Losses arising out prove by a preponderance of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by evidence that the Indemnified Party which then remain unpaid did not defend or unreimbursed), (ii) settle such third party claim in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessreasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. In this regard, Loeb & Loeb LLP is hereby approved by the Sellers as counsel to the Company (in its capacity as the Indemnifying Party), and LeBoeuf, Lamb, Xxxxxx & XxxXxx LLP is hereby approved by the Company as counsel to the Sellers (in their capacity as the Indemnifying Party). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use using counsel of its choice to prosecute such defense, (subject to the approval of such counsel by the Indemnified Party, which approval shall may not be unreasonably withheld or delayed). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any such constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Indemnifying Party, but in no event shall the Indemnifying Party be liable to pay for the costs and expenses of more than one such separate counsel. If the Indemnifying Party assumes does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom, the Indemnified Party may defend against such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, the reasonable costs and expenses of which shall take all steps necessary to pursue be paid by the resolution thereof in a prompt Indemnifying Party, and diligent manner. The the Indemnifying Party shall be entitled to consent to a settlement of, or participate in the stipulation defense of any judgment arising from, any such claim or legal proceedingaction, with its counsel and at its own expense. Notwithstanding the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; providedforegoing, however, that no Purchaser shall in all cases be entitled to control the defense of any such consent shall be required from the Indemnified Party action if it (i) may result in injunctions or other equitable remedies in respect of Purchaser or the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), Business; (ii) may result in the case of a settlementliabilities which, the settlement is conditioned upon a complete release taken with other then existing claims by the claimant of the Indemnified Party and Purchaser under this Article XIV, would not be fully indemnified hereunder; or (iii) such settlement may have an adverse impact on the Business or judgment does not require the encumbrance financial condition of any asset Purchaser (including an effect on the Tax liabilities, earnings or ongoing business relationships of Purchaser) even if the Indemnified Party or impose any restriction upon its conduct of businessCovenantors pay all indemnification amounts in full.

Defense by Indemnifying Party. In connection with any claim giving ----------------------------- rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. In this regard, Loeb & Loeb LLP is hereby approved by the Company as counsel to Inforetech (in its capacity as the Indemnifying Party). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out the event of any a claim or legal proceeding demand asserted by a Person who is not third party (a party to this Agreement"Third Party Claim"), the Indemnifying Party at its sole cost and expense mayacting through the Indemnification Representative, upon if applicable, shall have the right, but not the obligation, exercisable by written notice to the Indemnified PartyParty within 10 days of the date of the Notice of Claim concerning the commencement or assertion of any Third Party Claim, to assume in the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Third Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adverselyClaim. If the Indemnifying Party assumes gives such notice of intent to defend, the Indemnifying Party shall assume the defense thereof as follows: (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel compensated by and chosen by Indemnifying Party, which choice of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, is subject to the approval reasonable satisfaction of such Indemnified Party; (ii) the Indemnified Party may retain separate co-counsel by at the sole cost and expense of Indemnified Party; (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party; and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the mattrer, or enter into any settlement that does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party. If, which approval however, no Indemnifying Party notifies the Indemnified Party within 10 days after Indemnified Party has given notice of the matter, that the Indemnifying Party is assuming the defense thereof, then the Indemnified Party shall not be unreasonably withheld defend against, or delayedenter into any settlement with respect to the matter. The Indemnified Party shall be entitled to participate in (but not control) settle such Third Party Claim without the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the prior written consent of the Indemnified Indemnifying Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with If any claim giving rise Proceeding referred to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who in Section 10.5.1 is not a brought against an indemnified party, and such indemnified party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written gives notice to the Indemnified Partyindemnifying party of the commencement of such Proceeding, the indemnifying party will be entitled to participate in such Proceeding and, to the extent that the indemnifying party wishes, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party Proceeding with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, counsel reasonably satisfactory to the Indemnified Party, that it will be financially able indemnified party. After notice from the indemnifying party to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes indemnified party of its election to assume the defense of any such claim or legal proceedinga Proceeding, the indemnifying party will not, as long as it may use counsel of its choice to prosecute diligently conducts such defense, subject be liable to the approval indemnified party under this ARTICLE 10 for any fees of other counsel or any other expenses with respect to the defense of such counsel Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. No Third Party Claim may be settled or compromised (A) by the Indemnified Party without the prior written consent of the Indemnifying Party, which approval shall consent will not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in delayed or (but not controlB) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between by the Indemnifying Party (or any constituent party thereof) and without the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the prior written consent of the Indemnified Party, which consent shall will not be unreasonably withheld or delayed; provided, however, that no such the Indemnifying Party may settle any Third Party Claim without the consent shall be required from of the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete contains an unconditional release by the claimant Third Party of all liability (including any restriction on the Indemnified Party's business, operations or assets) of the Indemnified Party with respect to such Third Party Claim and (iii) the Indemnifying Party has agreed in writing that such settlement or judgment does not require Third Party Claim is the encumbrance subject of any asset of the Indemnified Party or impose any restriction upon its conduct of businessindemnity under ARTICLE 10.

Defense by Indemnifying Party. In connection with any indemnification claim giving rise to indemnity hereunder resulting from or arising out of any a claim or legal proceeding (a “Third Party Claim”) by a Person who is not a party to this AgreementAgreement or is not otherwise entitled to indemnification hereunder, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) Third Party Claim if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim Third Party Claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely). If the Indemnifying Party assumes the defense of any such claim or legal proceedingThird Party Claim, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Loeb & Loeb LLP is hereby approved as counsel to Sellers and Newco and Lowndes, Drosdick, Doster, Xxxxxx & Xxxx, P.A. is hereby approved as the counsel to Purchaser. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such actionThird Party Claim, with its counsel and at its own expense; provided, however, that if if, in the written opinion of independent legal counsel to the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified PartyParty that would render it inappropriate for the same legal counsel to represent them both, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Indemnifying Party, but in no event shall the Indemnifying Party be liable for the costs and expenses of more than one such separate counsel. If the Indemnifying Party assumes the defense of any such claim or legal proceedingThird Party Claim, the Indemnifying Party shall take all steps reasonably necessary to pursue the resolution thereof in a prompt and diligent manner, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or its control relating thereto as are reasonably requested by the Indemnifying Party, without cost to the Indemnifying Party. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceedingThird Party Claim, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all indemnifiable Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other indemnifiable Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), ; (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party Party; and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business. Notwithstanding the foregoing, however, any Indemnified Party, shall in all cases be entitled to control of the defense of any such action if it (A) may result in liabilities which, taken with other then existing claims by such party’s Indemnified Parties under this Article XV, would not be fully indemnified hereunder; or (B) may have an adverse impact on the operations or the financial condition of such party or any of its Affiliates (including an effect on the tax liabilities, earnings or ongoing business relationships of such party or any of its Affiliates thereafter) even if the Indemnifying Party pays all indemnification amounts in full.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity indemnification hereunder resulting from or arising out of any claim action, claim, or legal proceeding by a Person who is not a party to this AgreementParty, the Indemnifying Party at its sole cost and expense may, upon written notice Notice to the Indemnified Party, assume the defense of any such claim action, claim, or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations obligation to indemnify the Indemnified Party with pursuant to this Agreement in respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurancesaction, reasonably satisfactory to the Indemnified Partyclaim, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, claim, or legal proceeding with its own counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim action, claim, or legal proceeding, the Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party to conduct the defense of such action, claim, or legal proceeding, and the Indemnifying Party, at its sole cost and expense, shall take all steps necessary to pursue in the resolution thereof in a prompt and diligent mannerdefense or settlement thereof. The Indemnifying Party shall be entitled to not consent to a settlement of, or the stipulation entry of any judgment arising from, any such claim action, claim, or legal proceeding, with proceeding without the prior written consent of the Indemnified Party, (which consent shall not be unreasonably withheld or delayed; provided) of the Indemnified Party. If the Indemnifying Party does not assume the defense of any such action, howeverclaim, that no such consent shall be required from or legal proceeding (a) the Indemnified Party if may defend against such action, claim, or legal proceeding, in such manner as it may deem appropriate, including, without limitation, settling such action, claim, or legal proceeding, after giving Notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (ib) the Indemnifying Party pays or causes shall be entitled to be paid all Losses arising out participate in (but not control) the defense of such settlement action, claim, or judgment concurrently legal proceeding with its own counsel and at its own expense. If the effectiveness thereof (as well as all other Losses theretofore incurred by Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party which then remain unpaid defended such third Person’s action, claim, or unreimbursed), (ii) in legal proceeding or the case amount or nature of a any such settlement, the settlement is conditioned upon Indemnifying Party shall have the burden to prove by a complete release by preponderance of the claimant of evidence that the Indemnified Party and (iii) did not defend or settle such settlement action, claim, or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businesslegal Proceeding in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use using counsel of its choice to prosecute such defense, (subject to the approval of such counsel by the Indemnified Party, which approval shall may not be unreasonably withheld or delayed). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest interests between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any such constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Indemnifying Party, but in no event shall the Indemnifying Party be liable to pay for the costs and expenses of more than one such separate counsel. If the Indemnifying Party assumes does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom, the Indemnified Party may defend against such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, the reasonable costs and expenses of which shall take all steps necessary to pursue be paid by the resolution thereof in a prompt Indemnifying Party, and diligent manner. The the Indemnifying Party shall be entitled to consent to a settlement of, or participate in the stipulation defense of any judgment arising from, any such claim or legal proceedingaction, with its counsel and at its own expense. Notwithstanding the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; providedforegoing, however, that no Buyer shall in all cases be entitled to control the defense of any such consent shall be required from the Indemnified Party action if it (i) may result in injunctions or other equitable remedies in respect of Buyer or the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), Business; (ii) may result in the case of a settlementliabilities which, the settlement is conditioned upon a complete release taken with other then-existing claims by the claimant of the Indemnified Party and Buyer under this Section 8, would not be fully indemnified hereunder; (iii) such settlement may have an adverse impact on the Business or judgment does not require the encumbrance financial condition of any asset Buyer (including an effect on the Tax liabilities, earnings or ongoing business relationships of Buyer) even if Seller pays all indemnification amounts in full or (iv) may result in the Indemnified Party or impose any restriction upon its conduct rescission of businessthis agreement.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder or resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party indemnifying party at its sole cost and expense may, upon written notice to the Indemnified Partyindemnified party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party indemnified party in writing its obligations to indemnify the Indemnified Party indemnified party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) claim, and (ii) if it provides assurances, thereafter diligently conducts the defense thereof with counsel reasonably satisfactory acceptable to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayedindemnified party. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes indemnifying party does not assume or fails to conduct in a diligent manner the defense of any such claim or legal proceedinglitigation resulting therefrom, (i) the Indemnifying Party shall take all steps necessary indemnified party may defend against such claim or litigation, in such manner as it may deem appropriate, including, without limitation, settling such claim or litigation, after giving notice of the same to pursue the resolution thereof in a prompt indemnifying party, on such terms as the indemnified party may deem appropriate, and diligent manner. The Indemnifying Party (ii) the indemnifying party shall be entitled to consent participate in (but not control) the defense of such action, with its counsel and at its own expense. If the indemnifying party thereafter seeks to a settlement of, question the manner in which the indemnified party defended such third party claim or the stipulation amount or nature of any judgment arising fromsuch settlement, any the indemnifying party shall have the burden to prove by a preponderance of the evidence that the indemnified party did not defend or settle such third party claim or legal proceeding, in a reasonably prudent manner. Each party agrees to cooperate fully with the consent other, such cooperation to include, without limitation, attendance at depositions and the provision of relevant documents as may be reasonably requested by the Indemnified Party, which consent shall not be unreasonably withheld or delayedindemnifying party; provided, howeverthat the indemnifying party will hold the indemnified party harmless from all of its expenses, that no including reasonable attorneys' fees, incurred in connection with such consent cooperation by the indemnified party. Manner of Indemnification. All indemnification hereunder shall be required from the Indemnified Party if (i) the Indemnifying Party pays effected by payment of cash or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case delivery of a settlement, certified or official bank check to the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessindemnified party.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any (a) If a claim or legal proceeding demand is asserted by a third Person who is not against an Indemnified Person (a party to this Agreement"Third Party Claim"), the Indemnifying Party at its sole cost and expense mayshall, upon written except as otherwise provided in Section 5.2.4(b), have the right, but not the obligation, exercisable by notice to the Indemnified PartyParty within 10 days of the date of the Notice of Claim concerning the commencement or assertion of any Third Party Claim, to assume the defense of such Third Party Claim. (b) The Seller Indemnifying Parties shall not have such right or opportunity to assume and control the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Third Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurancesClaim, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, participate in the defense of such Third Party Claim and shall pay the reasonable costs fees and expenses of which shall be paid counsel retained by the Buyer Indemnified Party in respect of the Third Party Claim if (i) such Third Party Claim relates to, or arises in connection with, any criminal proceeding, indictment, investigation, or civil action by any Governmental Entity other than inquiries or audits in the ordinary course of business, or (ii) such Third Party Claim alleges Losses in excess of the then available funds held in Escrow (after deducting the full amount of all pending Indemnification Claims), (iii) such Third Party Claim seeks an injunction or other equitable relief against the Buyer Indemnified Party, or (iv) the Buyer Indemnifying Parties fail to conduct the defense of such Third Party Claim actively and diligently. (c) If the Buyer Indemnified Party assumes and controls the defense of a Third Party Claim pursuant to Section 5.2.4(b), the Buyer Indemnified Party shall permit the Seller Indemnifying Parties to participate in the defense of such claim, to have reasonable access to all documents and personnel involved in such claim and to discuss its views and positions with the Buyer Indemnified Party. The Buyer Indemnified Party agrees, in connection with any such Third Party Claim, to work cooperatively and in good faith with the Seller Indemnifying Parties consistent with the best interest of the Buyer Indemnified Party. -28- (d) If the Indemnifying Party assumes is entitled under this Section 5.2.4 to assume the defense of any the respective Third Party Claim and gives such claim or legal proceedingnotice of intent to defend, the Indemnifying Party shall take all steps necessary to pursue assume the resolution defense thereof in a prompt and diligent manner. The as follows: (i) the Indemnifying Party shall be entitled will defend the Indemnified Party against the matter with counsel compensated by and chosen by Indemnifying Party, which choice of counsel is subject to the reasonable satisfaction of Indemnified Party; (ii) the Indemnified Party may retain separate co-counsel at the sole cost and expense of Indemnified Party; (iii) the Indemnified Party will not consent to a settlement of, or the stipulation entry of any judgment arising fromor enter into any settlement with respect to the matter without the consent of the Indemnifying Party; and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any such claim settlement that does not include a provision whereby the plaintiff or legal proceedingclaimant in the matter releases the Indemnified Party from all Liability with respect thereto, with without the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provideddelayed if such settlement only requires the payment by one or more Indemnifying Parties of a monetary amount, howeverdoes not include a statement as to admission of fault, that no culpability or failure to act by or on behalf of such consent shall be required from Indemnified Party, and the Indemnified Party if could not reasonably believe that the settlement would be detrimental to the Indemnified Party's reputation or continuing business. (ie) If a Third Party Claim is made and no Indemnifying Party notifies the Indemnified Party within 10 days after the Indemnified Party has given notice of the matter that the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with is assuming the effectiveness thereof (as well as all other Losses theretofore incurred by defense thereof, the Indemnified Party which then remain unpaid shall defend against, or unreimbursed), (ii) in enter into any settlement with respect to the case of a settlement, matter. The Indemnified Party shall not settle such Third Party Claim without the settlement is conditioned upon a complete release by the claimant prior consent of the Indemnified Party and (iii) such settlement Indemnifying Party, which consent shall not be unreasonably withheld or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.delayed. 5.2.5

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party Party, at its sole cost and expense may, upon written notice to the Indemnified Party, Party given with twenty (20) days after delivery of the written notice referred to in section 10.3 hereof assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any third-party claim (subject which would lead to liability or create any limitations financial or other obligation on such liability contained in this Agreement) and (ii) if it the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or which provides assurances, reasonably satisfactory for injunctive or other non-monetary relief applicable to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense or does not include an unconditional release of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the all Indemnified Party, which approval shall not be unreasonably withheld or delayedParties. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom with counsel reasonably satisfactory to the Indemnified Party, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party shall take all steps necessary to pursue may deem appropriate, and (b) the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or participate in (but not control) the stipulation defense of any judgment arising from, any such claim or legal proceedingaction, with its counsel and at its own expense. If the consent of Indemnifying Party there after seeks to question the Indemnified Party, manner in which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party pays or causes shall have the burden to be paid all Losses arising out prove by a preponderance of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by evidence that the Indemnified Party which then remain unpaid did not defend or unreimbursed), (ii) settle such third party claim in the case of a settlement, the settlement is conditioned upon reasonably prudent manner as a complete release by the claimant prudent businessman would if his own funds were subject of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businesssuit.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreementthird party, the Indemnifying Party indemnifying party, at its sole cost and expense expense, may, upon written notice to the Indemnified Partyindemnified party, assume the defense of any such claim or legal proceeding (i) if it proceeding, provided that the indemnifying party acknowledges to the Indemnified Party in writing its obligations obligation to indemnify the Indemnified Party with indemnified party in respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adverselyasserted therein. If the Indemnifying Party indemnifying party assumes the defense of any such claim or legal proceeding, it may use the indemnifying party shall select counsel of its choice to prosecute such defense, subject reasonably acceptable to the approval indemnified party to conduct the defense of such counsel claims or legal proceedings and at the indemnifying party's sole cost and expense shall take all steps necessary in the defense or settlement thereof. The indemnifying party shall not consent to a settlement of, or the entry of any judgment arising from, any such claim or legal proceeding, without the prior written consent of the indemnified party, unless (a) the indemnifying party admits in writing its liability to hold the indemnified party harmless from and against any losses, damages, expenses and liabilities arising out of such settlement, (b) concurrently with such settlement the indemnifying party pays the full amount of all losses, damages, expenses and liabilities to be paid by the Indemnified Party, indemnifying party in connection with such settlement and obtains a full release of any liability of the indemnified party which approval shall is not be unreasonably withheld or delayedconditioned upon any further payment and (c) such settlement would not otherwise have a material adverse effect on the indemnified party. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes indemnifying party does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom in accordance with the terms hereof, the Indemnifying Party shall take all steps necessary indemnified party may defend against such claim or litigation in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation, after giving notice of the same to pursue the resolution thereof in a prompt and diligent mannerindemnifying party, on such terms as the indemnified party may deem appropriate. The Indemnifying Party indemnifying party shall be entitled to consent to a settlement of, or participate in the stipulation defense of any judgment arising fromaction by the indemnified party, which participation shall be limited to contributing information to the defense and being advised of its status. In any action by the indemnified party seeking indemnification from the indemnifying party in accordance with the provisions of this Section where the indemnifying party has not assumed the defense of a claim or litigation as required hereunder, the indemnifying party shall not be entitled to question the manner in which the indemnified party defended such claim or legal proceeding, with litigation or the consent of the Indemnified Party, which consent shall not be unreasonably withheld amount or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance nature of any asset of the Indemnified Party or impose any restriction upon its conduct of businesssuch settlement.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreementthird party, the Indemnifying Party indemnifying party, at its sole cost and expense expense, may, upon written notice to the Indemnified Partyindemnified party, assume the defense of any such claim or legal proceeding (i) if it proceeding, provided that the indemnifying party acknowledges its obligation to inderrinify the Indemnified Party indemnified party in writing its obligations to indemnify respect of the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adverselyasserted therein. If the Indemnifying Party indemnifying party assumes the defense of any such claim or legal proceeding, it may use the indemnifying party shall select counsel of its choice to prosecute such defense, subject reasonably acceptable to the approval indemnified party to conduct the defense of such counsel claims or legal proceedings and at the indemnifying party's sole cost and expense shall take all steps necessary in the defense or settlement thereof. The indemnifying party shall not consent to a settlement of, or the entry of any judgment arising from, any such claim or legal proceeding, without the prior written consent of the indemnified party, unless (a) the indemnifying party admits in writing its liability to hold the indemnified party harmless from and against any losses, damages, expenses and liabilities arising out of such settlement, (b) concurrently with such settlement the indemnifying party pays into court the full amount of all losses, damages, expenses and liabilities to be paid by the Indemnified Party, indemnifying party in connection with such settlement and obtains a full release of any liability of the indemnified party which approval shall is not be unreasonably withheld or delayedconditioned upon any further payment and (c) such settlement would not otherwise have a material adverse effect on the indemnified party. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes indemnifying party does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom in accordance with the terms hereof, the Indemnifying Party shall take all steps necessary indemnified party may defend against such claim or litigation in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation, after giving notice of the same to pursue the resolution thereof in a prompt and diligent mannerindemnifying party, on such terms as the indemnified party may deem appropriate. The Indemnifying Party indemnifying party shall be entitled to consent to a settlement of, or participate in the stipulation defense of any judgment arising fromaction by the indemnified party, which participation shall be limited to contributing information to the defense and being advised of its status. In any action by the indemnified party seeking indemnification from the indemnifying party in accordance with the provisions of this Section, the indemnifying party shall not be entitled to question the manner in which the indemnified party defended such claim or legal proceeding, with litigation or the consent of the Indemnified Party, which consent shall not be unreasonably withheld amount or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance nature of any asset of the Indemnified Party or impose any restriction upon its conduct of businesssuch settlement.

Defense by Indemnifying Party. In connection with any claim claims giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume assume, the defense of any such claim or legal proceeding (i) proceedings; provided that, if it acknowledges to by reason of the claim of such third party a lien, attachment, garnishment or execution has been placed on any material portion of the property or assets of the Indemnified Party in writing its obligations to indemnify at the Indemnified Party with respect to all elements time of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) election, the Indemnifying Party, if it provides assurances, reasonably satisfactory desires to exercise the Indemnified Party, that it will be financially able right to satisfy such claims in full if assume the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject shall furnish a satisfactory indemnity bond to obtain the approval release of such counsel by the Indemnified Partylien, which approval shall not be unreasonably withheld attachment, garnishment or delayedexecution. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between Party and the Indemnifying Party (and such Indemnified Party has been advised by counsel that there may be one or any constituent party thereof) and more legal defenses available to the Indemnifying Party which are not available to, or the assertion of which would be adverse to the interests of, the Indemnified Party, then the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs fees and expenses of which such counsel shall be paid by at the Indemnified expense of the Indemnifying Party. If the Indemnifying Party assumes the defense, it shall take all actions and steps reasonably necessary to defend or settle any claim against the Indemnified Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense. In the event that the Indemnifying Party proposes a settlement to any such claim or legal proceeding, which settlement is satisfactory to the party instituting such claim or legal proceeding and includes (a) an unconditional release of the Indemnified Party, from all liability with respect to such claim or litigation or the dismissal of such claim or litigation against the Indemnified Party with prejudice and (b) provision that all damages and settlement payments are to be made by the Indemnifying Party (subject to the limitations contained in Section 9.5 hereof), and the Indemnified Party withholds its consent to such settlement, then in any such case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party under this Agreement against and in respect of the amount by which the damages resulting from a final judgment relating to such claim or legal proceeding exceeds the amount of the proposed settlement. If the Indemnifying Party shall assume the defense of any such claim or legal proceeding, proceeding and it is later determined that such claim was not a claim for which the Indemnifying Party is required to indemnity the Indemnified Party under this Article IX, the Indemnified Party shall take reimburse the Indemnifying Party for all steps necessary of its reasonable costs and expenses with respect to pursue such defense, including reasonable attorney’s fees and disbursements. If the resolution thereof Indemnifying Party does not assume the defense of any such claim or legal proceeding resulting therefrom within 30 days after the date of receipt of the notice referred to in a prompt Section 9.6 above (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), (a) the Indemnified Party may defend against such claim or legal proceeding, in such manner as it may deem appropriate, including, but not limited to, settling such claim or legal proceeding on such terms as the Indemnified Party may deem appropriate, and diligent manner. The (b) the Indemnifying Party shall be entitled to consent to a settlement ofparticipate in (but not control) the defense of such action, with its counsel and at its own expense. Notwithstanding the foregoing, (a) the Holders may not control any matter involving the consolidated, or combined or unitary Tax Returns of Purchaser or any Affiliate of Purchaser for any taxable period ending after the stipulation of any judgment arising from, Closing Date and (b) in any such claim case, Purchaser agrees to keep the Shareholder Representative fully informed with respect to such matter which may be the subject of indemnification hereunder and not to settle or legal proceeding, with resolve any such matter without the consent of the Indemnified Party, Shareholder Representative (which consent shall may not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, If the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to notifies the Indemnified Party in writing its obligations within the Dispute Period that the Indemnifying Party desires to indemnify defend the Indemnified Party with respect to all elements of such claim (subject the Third-Party Claim pursuant to any limitations on such liability contained in this Agreement) and (ii) if it provides assurancesSection 7.02, then the Indemnifying Party will have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, that it at the sole cost and expense of the Indemnifying Party, such Third-Party Claim by all appropriate proceedings, which proceedings will be financially able to satisfy such claims in full if the same are decided adversely. If vigorously and diligently prosecuted or defended by the Indemnifying Party assumes to a final conclusion or will be settled at the defense discretion of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, but only with the consent of the Indemnified Party in its sole discretion in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party will not be indemnified in full pursuant to Section 7.01). Subject to the immediately preceding sentence, the Indemnifying Party will have full control of such defense and proceedings, including any compromise or settlement thereof; PROVIDED, HOWEVER, that the Indemnified Party may, at the cost and expense of the Indemnifying Party, which consent at any time prior to the Indemnifying Party’s delivery of notice to assume the defense of such Third Party Claim, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests. The Indemnifying Party shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from liable to the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore for legal expenses incurred by the Indemnified Party which then remain unpaid or unreimbursed)in connection with the defense of such Third Party Claim after the Indemnifying Party’s delivery of notice to assume the defense. In addition, (ii) in the case of a settlement, the settlement is conditioned upon a complete release if requested by the claimant of Indemnifying Party, the Indemnified Party will, at the sole cost and (iii) such settlement or judgment does not require the encumbrance of any asset expense of the Indemnified Indemnifying Party, provide reasonable cooperation to the Indemnifying Party or impose in contesting any restriction upon its conduct of businessThird-Party Claim that the Indemnifying Party elects to contest.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out the event of any a claim or legal proceeding demand asserted by a Person who is not third party (a party to this Agreement“Third Party Claim”), the Indemnifying Party at its sole cost and expense mayshall have the right, upon but not the obligation, exercisable by written notice to the Indemnified PartyParty within 10 days of the date of the Notice of Claim concerning the commencement or assertion of any Third Party Claim, assume to jointly participate in the defense of such Third Party Claim, and, in the case of claims for which the maximum liability under such Third Party Claim is reasonably expected to be less than the available indemnification amount for the Indemnifying Party (after taking into account the amount of all other claims then outstanding for which the Indemnifying Party may be liable and any such claim or legal proceeding (i) if it acknowledges limitations contained in Section 6.3.4 hereof), to control the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements defense of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adverselyThird Party Claim. If the Indemnifying Party assumes gives such notice of intent to defend, the Indemnifying Party shall assume the defense thereof as follows: (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel compensated by and chosen by Indemnifying Party, which choice of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, is subject to the approval reasonable satisfaction of such counsel by the Indemnified Party; (ii) the Indemnified Party may retain separate co-counsel at the sole cost and expense of Indemnified Party; (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party; and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, which approval or enter into any settlement that does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party. If, however, no Indemnifying Party notifies the Indemnified Party within 10 days after the Indemnified Party has given notice of the matter, that the Indemnifying Party is assuming the defense thereof, then the Indemnified Party shall not be unreasonably withheld defend against, or delayedenter into any settlement with respect to the matter. The Indemnified Party shall be entitled to participate in (but not control) settle such Third Party Claim without the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the prior written consent of the Indemnified Indemnifying Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim claims giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume assume, the defense of any such claim or legal proceeding (i) proceedings; provided that, if it acknowledges to by reason of the claim of such third party a lien, attachment, garnishment or execution has been placed on any material portion of the property or assets of the Indemnified Party in writing its obligations to indemnify at the Indemnified Party with respect to all elements time of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) election, the Indemnifying Party, if it provides assurances, reasonably satisfactory desires to exercise the Indemnified Party, that it will be financially able right to satisfy such claims in full if assume the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject shall furnish a satisfactory indemnity bond to obtain the approval release of such counsel by the Indemnified Partylien, which approval shall not be unreasonably withheld attachment, garnishment or delayedexecution. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense, it shall take all actions and steps necessary to defend or settle any claim against the Indemnified Party. In the event that the Indemnifying Party proposes a settlement to any such claim or legal proceeding, which settlement is satisfactory to the party instituting such claim or legal proceeding and includes (i) an unconditional release of the Indemnified Party, from all liability with respect to such claim or litigation or the dismissal of such claim or litigation against the Indemnified Party with prejudice and (ii) provision that all damages and settlement payments are to be made by the Indemnifying Party, and the Indemnified Party withholds its consent to such settlement, then in any such case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party under this Agreement against and in respect of the amount by which the damages resulting from a final judgment relating to such claim or legal proceeding exceeds the amount of the proposed settlement. If the Indemnifying Party does not assume the defense of any such claim or legal proceeding resulting therefrom within 30 days after the date of receipt of the notice referred to in Section 9.5 above (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), (a) the Indemnified Party may defend against such claim or legal proceeding, in such manner as it may deem appropriate, including, but not limited to, settling such claim or legal proceeding on such terms as the Indemnifying Indemnified Party shall take all steps necessary to pursue may deem appropriate, and (b) the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement ofparticipate in (but not control) the defense of such action, with its counsel and at its own expense. Notwithstanding the foregoing, (i) the Holders may not control any matter involving the consolidated, or combined or unitary Tax Returns of Purchaser or any Affiliate of Purchaser for any taxable period ending after the stipulation of any judgment arising from, Closing Date and (ii) in any such claim case, Purchaser agrees to keep the Shareholder Representatives fully informed with respect to such matter which may be the subject of indemnification hereunder and not to settle or legal proceeding, with resolve any such matter without the consent of the Indemnified Party, Stockholder Representatives (which consent shall may not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out the event of any a claim or legal proceeding demand asserted by a Person who is not third party (a party to this Agreement“Third Party Claim”), the Indemnifying Party at its sole cost and expense mayshall have the right, upon but not the obligation, exercisable by written notice to the Indemnified PartyParty within 10 days of the date of the Notice of Claim concerning the commencement or assertion of any Third Party Claim, assume to participate in the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Third Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adverselyClaim. If the Indemnifying Party assumes gives such notice of intent to defend, the Indemnifying Party shall assume the defense thereof as follows: (a) the Indemnifying Party will defend the Indemnified Party against the matter with counsel compensated by and chosen by the Indemnifying Party, which choice of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, shall be subject to the approval reasonable satisfaction of such counsel by the Indemnified Party; (b) the Indemnified Party may retain separate co-counsel at the sole cost and expense of Indemnified Party; (c) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party; and (d) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement that does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party. If, however, (y) no Indemnifying Party notifies the Indemnified Party within 10 days after the Indemnified Party has given notice of the matter, that the Indemnifying Party is assuming the defense thereof, or (z), the maximum liability under such Third Party Claim is greater than the available indemnification amount for the Indemnifying Party (after taking into account the amount of all other claims for which approval shall not the Indemnifying Party may be unreasonably withheld or delayedmay be claimed to be liable and any limitations contained in Section 7.4.3 hereof), then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter. The Indemnified Party shall be entitled to participate in (but not control) settle such Third Party Claim without the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the prior written consent of the Indemnified Indemnifying Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any indemnification claim giving rise to indemnity hereunder resulting from or arising out of any a claim or legal proceeding (a “Third PARTY Claim”) by a Person who is not a party PARTY to this AgreementAGREEMENT, the Indemnifying Party PARTY at its sole cost and expense may, upon written notice to the Indemnified PartyPARTY, assume the defense of any such claim or legal proceeding (i) Third PARTY Claim if it acknowledges to the Indemnified Party PARTY in writing its obligations to indemnify the Indemnified Party PARTY with respect to all elements of such claim Third PARTY Claim (subject to any limitations on such liability contained in this Agreement) AGREEMENT and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, reasonable assurances that it will be financially able has the resources (both financial and personnel) to satisfy maintain the assumption of such claims in full if defense (the same are decided adversely“Reasonable Assurances”). If the Indemnifying Party PARTY assumes the defense of any such claim or legal proceedingThird PARTY Claim, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified PartyPARTY, which approval shall not be unreasonably withheld or delayed. The Indemnified Party PARTY shall be entitled to participate in (but not control) the defense of any such actionThird PARTY Claim, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party PARTY assumes the defense of any such claim or legal proceedingThird PARTY Claim, the Indemnifying Party PARTY shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner, and the Indemnified PARTY shall cooperate with the Indemnifying PARTY in such defense and make available to the Indemnifying PARTY all witnesses, pertinent records, materials and information in the Indemnified PARTY’s possession or its control relating thereto as are reasonably required by the Indemnifying PARTY, without cost to the Indemnifying PARTY. The Indemnifying Party PARTY shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceedingThird PARTY Claim, with the consent of the Indemnified PartyPARTY, which consent shall not be unreasonably withheld or delayed; provided, however, however that no such consent shall be required from the Indemnified Party PARTY if (i) the Indemnifying Party PARTY pays or causes to be paid all Losses (defined below) arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party PARTY which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party PARTY, and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party PARTY or impose any restriction upon its conduct of business or otherwise adversely affect its business. “Losses” shall be defined as all damages, awards, judgments, assessments, fines, penalties, charges, costs, expenses and other payments however suffered or characterized, all interest thereon, all costs and expenses of investigating any claim, lawsuit of arbitration and any appeal therefrom, all reasonable attorneys’, accountants’, investment bankers’, and expert witness’ fees incurred in connection therewith, whether or not such claim, lawsuit or arbitration is ultimately defeated and, subject to ARTICLE VII, all amounts paid incident to any compromise or settlement of any such claim, lawsuit or arbitration; provided, however, that “Losses” shall not include any punitive or consequential damages.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding using counsel of its choice (subject to the approval of the Indemnified Party, which approval may not be unreasonably withheld or delayed) if it (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory demonstrates its ability to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes undertake the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayedproceeding and satisfy any liabilities resulting therefrom. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole reasonable discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any such constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Indemnifying Party, but in no event shall the Indemnifying Party be liable to pay for the costs and expenses of more than one separate firm of attorneys (in addition to any local counsel). If the Indemnifying Party assumes does not assume the defense of any such claim or legal proceedinglitigation resulting therefrom, the Indemnified Party may settle or defend against such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party shall take all steps necessary to pursue may deem appropriate, and the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or participate in (but not control) the stipulation defense of any judgment arising from, any such claim or legal proceedingaction, with its counsel and at its own expense. If the consent of Indemnifying Party thereafter seeks to question the Indemnified Party, manner in which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) defended such third-party claim or the amount or nature of any such settlement, the Indemnifying Party pays or causes shall have the burden to be paid all Losses arising out prove by a preponderance of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by evidence that the Indemnified Party which then remain unpaid did not defend or unreimbursed), (ii) settle such third-party claim in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessreasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

Defense by Indemnifying Party. In connection with any claim giving rise Subject to indemnity hereunder resulting from or arising out Section 7.5.3.2, if an Indemnified Party gives notice to the Indemnifying Party pursuant to Section 7.5.1 of any claim or legal proceeding by the assertion of a Person who is not a party to this AgreementThird-Party Claim, the Indemnifying Party at its sole cost shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Party is also a Person against whom the Third-Party Claim is made and expense may, upon written notice the Indemnified Party determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified PartyParty of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Third-Party in writing its obligations to indemnify the Indemnified Party Claim with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Third-Party Claim, that the Indemnifying Party shall not, so long as it will diligently conducts such defense, be financially able liable to satisfy the Indemnified Party under this Article VII for any fees of other counsel or any other expenses with respect to the defense of such claims Third-Party Claim, in full each case subsequently incurred by the Indemnified Party in connection with the defense of such Third-Party Claim, other than reasonable costs incurred to provide any support requested by the Indemnifying Party. The Indemnifying Party shall have ninety (90) days after notice is given pursuant to Section 7.5.3.1 of the Indemnifying Party’s election to assume defense of the Third Party Claim to change its decision (and return the defense of the Third Party Claim to the Indemnified Party) regarding the defense of the Third Party Claim if and only if the same are decided adverselyIndemnifying Party has not done anything to prejudice the Indemnified Party’s position or prevent the Indemnified Party from taking over the defense of the Third Party Claim. If the Indemnifying Party assumes the defense of any a Third-Party Claim, and provided the Indemnifying Party has not returned the defense of a Third Party Claim to the Indemnified Party in accordance with the terms of the immediately preceding sentence, then (i) such claim or legal proceeding, it may use counsel assumption will conclusively establish for purposes of its choice to prosecute such defense, this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to the approval indemnification, and (ii) no compromise or settlement of such counsel Third-Party Claims may be effected by the Indemnifying Party without the Indemnified Party, which approval shall not be unreasonably withheld ’s Consent unless (A) there is no finding or delayed. The Indemnified Party shall be entitled to participate in admission of any violation of Law or any violation of the rights of any Person; (but not controlB) the defense of any such action, with its counsel and at its own expense; provided, however, sole relief provided is monetary damages that if the Indemnified Party, are paid in its sole discretion, determines that there exists a conflict of interest between full by the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses none of which monetary damages shall be paid by or reimbursed from the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified PartyIndemnity Escrow Amount without Parent’s consent, which consent shall not be unreasonably withheld or delayed); provided, however, that no such consent shall be required from and (C) the Indemnified Party if shall have no liability (iincluding any continuing obligation or restriction) with respect to any compromise or settlement of such Third-Party Claims effected without its prior written consent. Further, any fees of counsel or other out of pocket expenses (other than amounts paid to third parties, with Parent’s prior written consent) incurred by any Stockholders or the Stockholders’ Agent (either as the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (iiParty) may not be reimbursed from the Indemnity Escrow Amount except to the limited extent expressly provided in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessSections 1.8.

Defense by Indemnifying Party. In connection with any indemnification claim giving rise to indemnity hereunder resulting from or arising out of any a claim or legal proceeding (a “Third Party Claim”) by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding Third Party Claim (ia) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim Third Party Claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely). If the Indemnifying Party assumes the defense of any such claim or legal proceedingThird Party Claim, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such actionThird Party Claim, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceedingThird Party Claim, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner, and the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or its control relating thereto as are reasonably required by the Indemnifying Party, without cost to the Indemnifying Party. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceedingThird Party Claim, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (ia) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (iib) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iiic) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business. Notwithstanding the foregoing, however, Seller, if it is the Indemnified Party, shall in all cases be entitled to control of the defense of any such action if it (a) may result in liabilities which, taken with other then existing claims by the Seller Indemnified Parties under this ARTICLE X, would not be fully indemnified hereunder, or (b) may have an adverse impact on the operations or the financial condition of Seller or any of its Affiliates (including an effect on the tax liabilities, earnings or ongoing business relationships of Seller or any of its Affiliates thereafter) even if the Indemnifying Party pays all indemnification amounts in full.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder or resulting from or arising out of any claim or legal proceeding by a Person person who is not a party Party to this Agreement, the Indemnifying indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified indemnified Party in writing its obligations to indemnify the Indemnified indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) claim, and (ii) if it provides assurances, thereafter diligently conducts the defense thereof with counsel reasonably satisfactory acceptable to the Indemnified indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying indemnifying Party assumes does not assume or fails to conduct in a diligent manner the defense of any such claim or legal proceedinglitigation resulting therefrom, (i) the Indemnifying indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, without limitation, settling such claim or litigation, after giving notice of the same to the indemnifying Party, on such terms as the indemnified Party may deem appropriate (provided that the indemnifying Party shall take all steps necessary not be liable for any settlement not consented to pursue by the resolution thereof in a prompt indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed), and diligent manner. The Indemnifying (ii) the indemnifying Party shall be entitled to consent to a settlement of, or participate in (but not control) the stipulation defense of any judgment arising from, any such claim or legal proceedingaction, with its counsel and it its own expense. Each Party agrees to cooperate fully with the consent other, such cooperation to include, without limitation, attendance at depositions and the provision of relevant documents as may be reasonably requested by the Indemnified indemnifying Party, which consent shall not be unreasonably withheld or delayed; provided, howeverthat the indemnifying Party will hold the indemnified Party harmless from all of its expenses, that no including reasonable attorneys’ fees, incurred in connection with such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred cooperation by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of businessindemnified Party.