Common use of Defense of Third Party Claims Clause in Contracts

Defense of Third Party Claims. Claims arising from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgment.

Defense of Third Party Claims. Claims arising from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt of If any third party notifies any Buyer Indemnified Party with respect to any matter (a Notice of Claim delivered in accordance with Section 9.4(a“Third-Party Action”) and relating that may give rise to a Third claim for indemnification against an Indemnifying Party Claimunder this Article VII, then such Buyer Indemnified Party shall promptly notify, with respect to a claim for indemnification under Section 7.1(a), the Sellers’ Representative on behalf of the Company Sellers or, with respect to a claim for indemnification under Section 7.1(b), the applicable Company Seller in writing (the “Third-Party Claim Notice”); provided, that no failure or delay on the part of the Buyer Indemnified Party to so notify the Sellers’ Representative or such Company Seller, as the case may be, shall limit any of the obligations of the applicable Indemnifying Person Party under Article VII, except to the extent that such Indemnifying Party has been materially prejudiced thereby. The Third-Party Claim Notice shall then have twenty (20) days include a statement setting forth in reasonable detail the nature of the claim and, if ascertainable, the amount of the claim. The Sellers’ Representative or the applicable Company Seller, as the case may be, shall be entitled to advise the Indemnified Person whether the Indemnifying Person accepts control the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only assume control of such defense Third-Party Action if it acknowledges in writing to notifies the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Buyer Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving its election within 30 days after it receives a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against Notice from the Buyer Indemnified Party. (b) If The Buyer Indemnified Party and the Indemnifying Person determines to accept Sellers’ Representative (on behalf of the Company Sellers) or the applicable Company Seller, as the case may be, shall cooperate in the defense or prosecution of the Third-Party Action and shall furnish such Third records, information and testimony and shall attend such conferences, discovery proceedings and trials as may be reasonably requested in connection with such Third-Party ClaimAction; provided, that it shall not be required to grant access or furnish information to the extent that such information is subject to an attorney/client or attorney work product privilege; and provided further, that the Buyer Indemnified Party and the Sellers’ Representative or the applicable Company Seller, as the case may be, and/or their counsel shall use their commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney/client or attorney work product privilege. Each Party shall act in good faith and in a commercially reasonable manner in addressing any adverse consequences that may result in the basis for an indemnifiable claim. (c) In the event that the Sellers’ Representative (on behalf of the Company Sellers) or the applicable Company Seller, as the case may be, elects not to defend such Third the Third-Party Action, fails to timely respond to a Third-Party Claim with counsel of its own choice that is reasonably satisfactory Notice or otherwise fails to defend the Third-Party Action in good faith, then the Buyer Indemnified Person and at its own expense, provided that, the Indemnified Person Party shall have the right to be represented by its own counsel defend such Third-Party Action in such manner as the Buyer Indemnified Party deems appropriate. In addition, in the event the Third-Party Action involves a Special Claim, then Buyer shall have the right to control such claim at its own expensesole election and, its participation if Buyer so elects, the Sellers’ Representative or the applicable Company Seller, as the case may be, shall not be entitled to control, but may participate in the defense or settlement of, such Special Claim. (d) If within 30 days after a Third-Party Claim Notice is delivered to the Sellers’ Representative or the applicable Company Seller, as the case may be, such Person does not notify the Buyer Indemnified Party that it disputes such claim, the amount of such claim shall be subject conclusively deemed a liability of the applicable Indemnifying Party hereunder. (e) In the event that, within 30 days after a Third-Party Claim Notice is delivered to reasonable direction the Sellers’ Representative or the applicable Company Seller, as the case may be, such Person disputes the claim for indemnification against the applicable Indemnifying Party with respect to such Third-Party Action, the Buyer Indemnified Party and the Sellers’ Representative or the applicable Company Seller, as the case may be, shall attempt in good faith for 30 days to agree upon the rights of counsel for the Indemnifying Personrespective parties with respect to such claim. If the Indemnifying Person fails to undertake Buyer Indemnified Party and the defense Sellers’ Representative or the applicable Company Seller, as the case may be, should so agree, a memorandum setting forth such agreement and the agreed upon dollar amount of any liability for such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost claim of the Indemnifying Person Party against whom the claim is made shall be prepared and signed by (or on behalf of) the parties. If the parties do not agree, each of the Buyer Indemnified Party and the Indemnifying Person Sellers’ Representative or the applicable Company Seller, as the case may still participate inbe, but not controlmay take such actions and assert such rights, remedies and defenses as may then be available to it under the defense terms of such Third this Agreement. (f) In the event a Buyer Indemnified Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include has the right to participate defend and control a Third-Party Action in but not control all significant decisions regarding such Third accordance with Section 7.2(c) and the Buyer Indemnified Party Claims (including the right proposes to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceedingThird-Party Action, claim the Buyer Indemnified Party shall provide notice to that effect (together with a statement describing in reasonable detail the terms and conditions of such settlement or demand, or consent compromise and including a copy of the proposed settlement agreement) to the entry of any judgment Sellers’ Representative or the applicable Company Seller, as the case may be, which does not include as an unconditional term thereof the delivery by the claimant or plaintiff notice shall be provided a reasonable time prior to the proposed time for effecting such settlement or compromise. Prior to settling or compromising any such Third-Party Action, the Buyer Indemnified Person Party shall obtain the written consent of a written release from all liability in respect the Sellers’ Representative (on behalf of such proceedingthe Company Sellers) or the applicable Company Seller, claim or demand and (ii) an Indemnified Person shall not without as the Indemnifying Person’s prior written consentcase may be, which consent will shall not be unreasonably withheld, conditioned or delayed. If the Buyer Indemnified Party effects any such settlement or compromise of such Third-Party Action with the written consent of the Sellers’ Representative or the applicable Company Seller, as the case may be, the amount payable pursuant to such settlement or compromise plus any additional related indemnifiable Losses, if any, specified in such consent shall, be withheld payable by or on behalf of the Indemnifying Party, subject to the limitations and other provisions set forth in this Article VII. If a Buyer Indemnified Party effects any such settlement or compromise without the consent of the Sellers’ Representative or the applicable Company Seller, as the case may be, and such consent has not been unreasonably withheld, conditioned or delayed, settle then the dollar amount of the settlement or compromise any shall not be dispositive of the dollar amount of the Indemnifying Parties’ obligations with respect to such proceeding, claim or demand, or consent to the entry of any judgmentThird-Party Action.

Defense of Third Party Claims. Claims arising from (a) Subject to the limitations contained herein, Buyer shall have the right to determine and conduct the investigation, defense and the settlement, adjustment or compromise of any assertion or commencement by any third party of liability by third parties an Action (each, a “Third Party Claim”) shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim), and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees reasonable and documented out-of-pocket costs and expenses incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person Buyer in connection with such Third investigation, defense or settlement (including reasonable and documented out-of-pocket fees of one (1) legal counsel, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Damages for which Buyer may seek indemnification pursuant to a Claim hereunder and such costs and expenses shall constitute Damages subject to indemnification under Section 10.2 whether or not it is ultimately determined that the Third-Party Claim constitute Losses for which itself is indemnifiable under Section 10.2. Notwithstanding the Indemnified foregoing, in the event that the allegations presented in the Third-Party Claim include criminal misconduct, then the Securityholders’ Representative shall be indemnified pursuant have the sole right to this Article IX determine and (ii) conduct the Indemnifying Person may not assume control of investigation, defense and the defense settlement, adjustment or compromise of any Action involving a Third assertion or commencement by any third party of any such Third-Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified PartyClaim. (b) If the Indemnifying Person determines The Securityholders’ Representative shall be entitled to accept the defense of participate in (but not control) such Third Party Claim, it shall defend such Third Third-Party Claim or any Action related to such Third-Party Claim (including any discussions or negotiations in connection with counsel of its own choice that is reasonably satisfactory to the Indemnified Person settlement, adjustment or compromise thereof) and at its own expense, provided that, the Indemnified Person shall have the right to be represented receive copies of all material pleadings, notices and communications with respect to such Third-Party Claim (to the extent that, in the case of a claim by its own counsel at its own expenseany Buyer Indemnified Party, its participation receipt of such documents by the Securityholders’ Representative does not affect any privilege relating to be the Buyer Indemnified Party and subject to reasonable direction execution by the Securityholders’ Representative of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice B▇▇▇▇’s standard non-disclosure agreement to the Indemnifying Person of the claim, then the Indemnified Person may defend extent that such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect theretomaterials contain confidential or proprietary information). (c) The party controlling the defense of a Third Buyer may not settle any Third-Party Claim may settle such Third Party Claim on any terms without the prior written consent of the Securityholders’ Representative (which it may deem reasonableshall not be unreasonably withheld, provided that, conditioned or delayed) if: (i) an Indemnifying pursuant to or as a result of such settlement, injunctive or other equitable relief will be imposed against any Securityholder (including any restriction on the future activity or conduct of any Securityholder), (ii) such settlement does not expressly and unconditionally release the Securityholder from all liabilities with respect to such claim, (iii) such settlement or compromise includes any finding of, or admission or statement with respect to, any violation of Law or any violation of the rights of any Person shall not by any Securityholder or (iv) the maximum amount of Damages for which the Securityholders could be liable in connection with such Third-Party Claim exceeds the maximum amount of Damages for which the Securityholders could be liable pursuant to the provisions of this Article X in connection with such Third-Party Claim. If Buyer settles, compromises or discharges a Third-Party Claim without the Indemnified Person’s prior written consentconsent of the Securityholders’ Representative, settle or compromise such proceeding, claim or demand, or consent to then (i) Buyer must unconditionally release the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release Securityholders from all liability in with respect of to such proceeding, claim Third-Party Claim pursuant to this Article X or demand otherwise and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent such settlement or compromise will not be conclusive evidence of the amount of Damages incurred by the Buyer Indemnified Parties or Securityholders, as applicable. Any remaining dispute following settlement shall be settled by litigation between B▇▇▇▇ and the Securityholders’ Representative in accordance with the terms and provisions of Article XIII. (d) In the event that the Securityholders’ Representative has consented to the amount of any settlement, adjustment or compromise of any such Third-Party Claim with any third-party claimant, then neither the Securityholders’ Representative nor any Securityholder shall have any power or authority to object under any provision of this Article X to any claim by or on behalf of any Buyer Indemnified Party against the Securityholder for indemnification with respect to such settlement, adjustment or compromise. (e) This Section 10.5 shall not apply to Third-Party Claims in respect of Tax matters, including any Tax Claims or similar Tax proceedings, all of which Third-Party Claims shall be controlled by Buyer, subject to Section 8.11(d). (f) Notwithstanding anything to the contrary contained herein, no settlement for appraisal with respect to the matters set forth in Section 10.02(a)(iv) shall be entered into by or on behalf of any of the Acquired Companies or the Surviving Company without the express prior written consent of the Securityholders’ Representative (which shall not be unreasonably be withheld withheld, conditioned or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgment).

Defense of Third Party Claims. Claims arising from the assertion of liability Unless otherwise expressly agreed by third parties (each, a “Third Party Claim”) shall be subject to Section 9.4(a) Versant and the following terms and conditions: (a) Upon receipt of Representative in a Notice of writing signed by them, Versant shall defend any Third-Party Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees costs and expenses incurred by the Versant and/or any other Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; provided, however, that (iPerson(s) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses defense (including but not limited to reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Loss for which the Versant and/or any other Indemnified Party shall be indemnified Person(s) is entitled to indemnification pursuant to an Indemnity Claim made under this Article IX 11. Unless otherwise expressly agreed by Versant and (iithe Representative in a writing signed by them, Versant and the affected Indemnified Person(s) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the sole and exclusive right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake control the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claimof, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which or enter into any settlement with respect to, each Third-Party Claim; provided that (i) the Representative may retain separate co-counsel and participate in the defense of such Third-Party Claim at the cost and expense of the Mokume Stockholders and shall have the right to receive copies of all pleadings, notices and communications with respect to such Third-Party Claim to the extent that the receipt of such documents by the Representative does not include as an unconditional term thereof the delivery by the claimant adversely affect any privilege relating to Versant or plaintiff to the any other Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand Person; and (ii) an Indemnified Person the Representative may participate in all settlement negotiations with respect to such Third-Party Claim (where, for purposes of this Section, to “participate” in the defense or in settlement negotiations shall not include any power or authority to take any action or make any decision in connection with such Third-Party Claim or such proceedings); and provided further, that neither Versant nor any of the Indemnified Person(s) shall enter into any binding settlement of a Third-Party Claim for which Versant seeks indemnification under this Article 11 without the Indemnifying Person’s prior written consent, consent of the Representative (which consent will shall not be unreasonably be withheld or delayed). If the Representative has consented in writing to a settlement of a Third-Party Claim, settle then (i) the full amount of Loss suffered or compromise incurred by Versant and/or any other Indemnified Person(s) pursuant to such proceedingsettlement (“Consented-to Loss”) shall be recoverable in full by Versant from the Indemnity Shares as provided in this Article 11 and Representative may not object to or contest Versant’s recovery of such Consented-to Loss and (ii) the Mokume Stockholders will, claim in addition to such Consented-to Loss, be and remain liable to indemnify all Indemnified Person(s) for all other Indemnifiable Loss that the Indemnified Person(s) may suffer or demandincur arising out of, resulting from or consent caused by the Third-Party Claim (including but not limited to all Indemnifiable Loss arising from the investigation and defense of such Third-Party Claim) to the entry of any judgmentfullest extent provided in this Article 11.

Defense of Third Party Claims. Claims arising from (a) Subject to the assertion provisions hereof, the Indemnitor on behalf of liability by third parties (each, a “Third the Indemnitee shall have the right to elect to defend and control the defense of any Third-Party Claim”, and, as provided by Section 9.5 (Resolution of Notice of Claim), the costs and expenses incurred by the Indemnitor in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be subject paid by the Indemnitor. At any time the Sellers’ Representative may elect to have Buyer defend, or assume control of the defense of, any Third-Party Claim against Buyer, in which case Buyer shall have available to it the Fund Indemnity to fund its reasonable and documented out-of-pocket expenses incurred in connection with the defense of such Third-Party Claim, and Buyer and the Sellers’ Representative shall from time to time execute and deliver joint written instructions to the Fund Indemnitor directing disbursements from the Fund Indemnity for such purpose. The Indemnitee (unless itself controlling the Third-Party Claim in accordance with this Section 9.4(a) and (Defense of Third-Party Claims)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the following terms and conditions:defense of any Third-Party Claim. (ab) Upon receipt Subject to Section 9.12 (Tax Audits and Contests; Cooperation), the Indemnitee shall give prompt written notice of any Third-Party Claim to the Indemnitor; provided, that the failure to timely give such notice shall not limit or reduce the Indemnitee’s right to indemnity hereunder unless (and then only to the extent that) the Indemnitor’s defense of such Third-Party Claim is materially and adversely prejudiced thereby. The Indemnitor shall be entitled to assume the control and defense thereof utilizing legal counsel reasonably acceptable to the Indemnitee; provided, that the Indemnitor shall not be entitled to assume control of such defense if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (B) the claim seeks an injunction against the Indemnitee, to the extent that such defense relates to the claim for such injunction, or (C) the Indemnitor has elected to have the Indemnitee defend, or assume the control and defense of, a Notice of Third-Party Claim delivered in accordance with Section 9.4(a) and relating to a Third (Defense of Third-Party Claim, Claims). (c) Any party controlling the Indemnifying Person shall then have twenty defense of any Third-Party Claim pursuant hereto shall: (20i) days to advise the Indemnified Person whether the Indemnifying Person accepts conduct the defense of such claimThird-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, and the Indemnifying Person shall have no obligation submit to the Indemnified Person for other parties copies of all pleadings, responsive pleadings, motions and other similar legal fees incurred by documents and papers received or filed in connection therewith; (iii) permit the Indemnified Person after other parties and their counsel to confer on the date of any assumption conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission. Buyer and the Sellers’ Representative will render to the other party such assistance as may be reasonably required in order to insure the proper and adequate defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Personother party in connection therewith; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing notwithstanding anything to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person contrary in connection with such Third Party Claim constitute Losses for which the Indemnified Party this Agreement, no party shall be indemnified pursuant required to this Article IX and disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such Person is subject or could jeopardize (iiin the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information. (d) If the Indemnifying Person may not assume control of Indemnitor controls the defense of and defends any Action involving a Third Third-Party Claim for criminal liability or in which nonunder this Section 9.4 (Defense of Third-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided thatClaims), the Indemnified Person Indemnitor shall have the right to be represented by effect a settlement of such Third-Party Claim on the Indemnitee’s behalf without the consent of the Indemnitee; provided, that (A) such settlement does not involve any injunctive relief binding upon the Indemnitee or any of its own counsel at its own expenseAffiliates, its participation and (B) such settlement expressly and unconditionally releases the Indemnitee and the other applicable Indemnified Persons (that is, each of the Buyer Indemnified Persons, if the Indemnitee is a Buyer Indemnified Person, and each of the Seller Indemnified Persons, if the Indemnitee is a Seller Indemnified Person) from all Liabilities with respect to be subject to reasonable direction of counsel for the Indemnifying Personsuch Third-Party Claim, without prejudice. If the Indemnifying Person fails to undertake Indemnitee controls the defense of and defends any such Third Third-Party Claim within twenty under this Section 9.4 (20) days after the Indemnified Person has given written notice to the Indemnifying Person Defense of the claim, then the Indemnified Person may defend such Third Third-Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not controlClaims), the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include Indemnitee shall have the right to participate effect a settlement of such Third-Party Claim with the consent of the Indemnitor (which consent shall not be unreasonably withheld, conditioned or delayed). No settlement by the Indemnitee of such Third-Party Claim shall limit or reduce the right of any Indemnitee to indemnity hereunder for all Damages they may incur arising out of or resulting from the Third-Party Claim to the extent indemnified in but not control all significant decisions regarding such Third Party Claims this Article IX (Indemnification; Tax Matters) (including the right limitations set forth in herein); provided, that such settlement is effected in accordance with this Article IX (Indemnification; Tax Matters). As used in this Article IX (Indemnification; Tax Matters), the term “settlement” refers to participate any consensual resolution of the claim in but not control settlement discussions with respect thereto). (c) The party controlling the defense question, including by consent, decree or by permitting any judgment or other resolution of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonableclaim to occur without disputing the same, provided that, (i) an Indemnifying Person shall not without and the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of “settle” has a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgmentcorresponding meaning.

Defense of Third Party Claims. Claims arising from Any Person making a claim for indemnification under Section 8.02 or Section 8.03 (an “Indemnitee”) will notify the assertion indemnifying party (an “Indemnitor”) and the Representative (on behalf of liability the Stockholders and Optionholders), if applicable, of the claim in writing promptly after receiving written notice of any Legal Proceeding, investigation or other claim against it by a third parties party (each, a “Third Party Claim”) shall be subject to Section 9.4(a) and or becoming aware of the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating facts giving rise to a Third Party Claim, stating in reasonable detail the Indemnifying Person shall then have twenty (20) days to advise nature of and factual basis for the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person amount thereof (if known and at its own expensequantifiable, provided thator if not known, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to a good faith and reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20estimate thereof) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still provisions of this Agreement upon which such claim for indemnification is made. Any Indemnitor will be entitled to participate in, but not control, in the defense of such Third Party Claim giving rise to an Indemnitee’s claim for indemnification at the Indemnifying Personsuch Indemnitor’s sole cost and expense, such participation to include and at its option (other than in the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense case of a Third Party Claim may settle (i) consisting of a criminal or quasi-criminal Legal Proceeding, investigation or other claim, (ii) that seeks equitable relief (other than equitable claims that are ancillary to a claim for monetary damages or (iii) if, in the opinion of counsel to the Indemnitee, the Third Party Claim involves potential conflicts of interests or substantially different defenses for the Indemnitor and the Indemnitee) will be entitled to assume and control the defense thereof by appointing a reputable counsel to be the lead counsel in connection with such defense; provided that any Indemnitor will continue to be entitled to assert any limitation on any claims contained herein; provided further that the Indemnitee will be entitled to participate in the defense of such Third Party Claim on and to employ counsel of its choice for such purpose (it being understood that the fees and expenses of such separate counsel will be borne by the Indemnitee). If the Indemnitor will control the defense of any terms which it may deem reasonable, such claim then the Indemnitor will be entitled to settle such claim; provided that, (i) an Indemnifying Person shall not without that the Indemnified Person’s Indemnitor will obtain the prior written consent, settle or compromise such proceeding, claim or demand, or consent to of the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and Indemnitee (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably withheld, delayed or conditioned) before entering into any settlement of a Third Party Claim or ceasing to defend such claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be withheld imposed against the Indemnitee or delayedif such settlement does not expressly and unconditionally release the Indemnitee from all liabilities and obligations with respect to such claim. If the Indemnitor chooses to defend any Third Party Claim, settle the Indemnitee and its Affiliates, and their respective officers, directors, employees, agents and representatives, will cooperate in good faith in the defense or compromise prosecution of such Third Party Claim. Such cooperation will include the retention and (upon the Indemnitor’s request) the provision to the Indemnitor of records and information which are reasonably relevant to such Third Party Claim, and making employees and other representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any such proceedingmaterial provided hereunder. Whether or not the Representative has assumed the defense of a claim hereunder, claim or demandneither Parent nor any of its Affiliates will admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim for which a Parent Indemnified Party is seeking indemnification hereunder without the prior written consent of the Representative. The Representative (on behalf of the Stockholders and Optionholders) will act on behalf of all Indemnitors in the case of all Third Party Claims with respect to which a Parent Indemnified Party is seeking indemnification under Section 8.02 (with each Stockholder or Optionholder responsible for its portion of Representative’s costs and expenses in undertaking such representation (determined on a pro rata basis according to each such Person’s Per Share Portion of the entry of any judgmentFinal Residual Cash Consideration)).

Defense of Third Party Claims. Claims arising from the assertion (a) If a third party notifies any Buyer Indemnified Party or Seller Stockholder Indemnified Party (an “Indemnitee”) of liability by third parties any matter (each, a “Third Third-Party Claim”) that may give rise to a claim for indemnification against the other Party under this Article X, then the Indemnitee shall be subject to Section 9.4(anotify Seller Stockholder Representative (in the case of Buyer Indemnified Parties seeking indemnification) or Buyer (in the case of Seller Stockholder Indemnified Parties seeking indemnification) (each, for purposes of this Article X, an “Indemnity Administrator”) of the Third-Party Claim in writing promptly and in any event within 30 days after receiving written notice of such Third-Party Claim, describing the claim in reasonable detail and providing a good faith estimate of the amount of Losses claimed thereunder (if quantifiable) and the following terms and conditions:basis thereof; provided, that the failure to so timely notify the Indemnity Administrator shall not limit the indemnification obligations under this Agreement except to the extent that the defense of such Third-Party Claim is materially prejudiced by the failure to give such notice. (ab) Upon receipt Subject to the limitations set forth in this Section 10.4(b) and without modifying Sections 10.2(c) and 10.3(b), the Indemnitee will have the sole right to control the defense of Third-Party Claims. After receiving notice of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Third-Party Claim, then the Indemnifying Person shall then have twenty (20) days Indemnity Administrator will be entitled, if it so elects, at its own cost, risk, and expense, to advise participate in the Indemnified Person whether defense of such claim and consult with the Indemnifying Person accepts the Indemnitee in any defense of such claim, and it being understood that the Indemnifying Person shall Indemnitee will have no obligation the sole right to control such defense (including the Indemnified Person for legal fees incurred by the Indemnified Person after the date of right to settle any assumption of the defense by the Indemnifying Personsuch claim); provided, however, that the parties will cooperate in good faith to implement reasonable arrangements designed to preserve any existing attorney-client privilege; provided, further, that the Indemnitee will be entitled to withhold information from the Indemnity Administrator if its provision to the Indemnity Administrator would cause the attorney-client privilege thereof to be waived and there is no commercially reasonable method of providing such information to the Indemnity Administrator in a manner which would not result in such a waiver. Notwithstanding the foregoing, except for Third-Party Claims involving or seeking any (i) an Indemnifying Person may only assume control non-monetary remedy or monetary Losses in excess of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and then remaining Indemnity Escrow Fund, (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim claims for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. or (biii) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided thatpotential criminal liability, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but Indemnitee will not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control enter into a compromise or settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does judgement of such Third-Party Claim without the prior written consent of the Indemnity Administrator (such consent not include as to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, if after receipt of the notice from the Indemnity Administrator an unconditional term thereof Indemnitee enters into a settlement of a Third-Party Claim without the delivery consent of the Indemnity Administrator, the Indemnity Administrator will not be precluded from contesting the amounts owed by the claimant or plaintiff to the Indemnified Person of a written release from all liability Indemnity Administrator in respect of such proceedingThird-Party Claim on the basis that the settlement by the Indemnity Administrator was not reasonable in light of the circumstances of such Third-Party Claim or did not constitute, in whole or in part, an indemnifiable loss for purposes of this Section 10.4(b). Notwithstanding anything herein to the contrary, the provisions of Section 8.1(c), and not this Section 10.4(b), shall control with respect to the conduct of any claim pursuant to Section 8.1(c). US-DOCS\131312541.20 (c) Each of the Indemnitee and Indemnity Administrator will, at his own expense, use commercially reasonable efforts to cooperate and assist the other and his, her or demand its counsel in the review, investigation and defense of any such claim, shall make available its personnel, and shall provide such testimony and access to his, her or its books and records to the extent relevant to such claim. (iid) an Indemnified Person This Section 10.4 shall not without the Indemnifying Person’s prior written consentapply to Third-Party Claims in respect of Tax matters, which consent will not shall be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgmentgoverned by ‎Article VIII.

Defense of Third Party Claims. Claims arising from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to Section 9.4(a) 9.4 and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) 9.4 and relating to a Third Party Claim, the Indemnifying Person shall then have twenty ten (2010) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; provided, howeverprovided that, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and provides reasonable evidence to the Indemnified Party that such Indemnifying Party has sufficient financial capability to satisfy all such Losses and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of or settle or pay any such Third Party Claim within twenty ten (2010) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, or if the Indemnifying Person, after having given such notification to the Indemnified Person, fails within ten (10) days, or at any time thereafter, to defend to the reasonable satisfaction of the Indemnified Person, settle or pay such claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person take any and the Indemnifying Person may still participate in, but not control, the defense all necessary action to dispose of such Third Party Claim at claim subject to the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims provisions of clause (including the right to participate in but not control settlement discussions with respect thereto)c) below. (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, consent settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgment.

Defense of Third Party Claims. Claims arising from Promptly (and in no event more than five Business Days) after Parent, the assertion Surviving Corporation or any Affiliate of liability Parent or the Surviving Corporation receives notice or otherwise obtains knowledge of any actual or possible claim, demand, suit, action, arbitration, investigation, inquiry or proceeding that has been or may be brought, commenced or asserted by a third parties party against Parent, the Surviving Corporation or any of Parent’s other Affiliates and that may give rise to an Indemnification Claim by Parent under this Article 8 (eachany such actual or possible claim, demand, suit, action, arbitration, investigation, inquiry or proceeding by a third party being referred to as a “Third Third-Party Claim”) ), Parent shall deliver to the Shareholders’ Representative a written notice stating in reasonable detail the nature and basis of such Third-Party Claim and the dollar amount of such Third-Party Claim, to the extent known. The timely delivery of such written notice by Parent to the Shareholders’ Representative shall be subject a condition precedent to Section 9.4(aParent’s right to receive indemnification payments from the Escrow Fund with respect to such Third-Party Claim or with respect to any of the facts or circumstances giving rise to such Third-Party Claim only to the extent the failure to timely deliver such notice materially prejudices the Shareholders’ Representative’s ability to defend such Third-Party Claim. The Shareholders’ Representative shall have the right, at its option, within fifteen (15) and Business Days of receipt of Parent’s written notice to assume the following terms and conditionsdefense of any such Third-Party Claim with its own counsel. If the Shareholders’ Representative elects to assume the defense of any such Third-Party Claim, then: (a) Upon receipt of a Notice of Claim delivered in accordance Parent shall be entitled to monitor (but not control) such defense (and Parent shall not admit, and shall ensure that the Surviving Corporation does not admit, any liability with Section 9.4(a) and relating respect to a Third such Third-Party Claim), provided that notwithstanding anything to the Indemnifying Person contrary contained in this Agreement, Parent shall then have twenty not be entitled to be indemnified (20from the Escrow Fund or otherwise) days to advise the Indemnified Person whether the Indemnifying Person accepts for any costs or expenses incurred by Parent in connection with the defense of such claimThird-Party Claim following the Shareholders’ Representative’s election to assume the defense of such Third-Party Claim so long as the Shareholders’ Representative continues to diligently defend such Third-Party Claim to a final, non-appealable decision or settlement of the same; (b) Parent shall make available to the Shareholders’ Representative all books, records and other documents and materials that are under the direct or indirect control of Parent or any of Parent’s Affiliates and that the Shareholders’ Representative reasonably considers necessary or desirable for the defense of such Third-Party Claim, shall execute such documents and take such other actions as the Shareholders’ Representative may reasonably request for the purpose of facilitating the defense of, or any settlement, compromise or adjustment relating to, such Third-Party Claim, and shall otherwise cooperate as reasonably requested by the Indemnifying Person Shareholders’ Representative in the defense of such Third-Party Claim; and (c) the Shareholders’ Representative shall have no obligation not enter into any settlement agreement providing for the settlement of such Third-Party Claim without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned). If the Shareholders’ Representative elects not to assume the defense of such Third-Party Claim, then Parent shall proceed diligently to defend such Third-Party Claim with the assistance of counsel reasonably satisfactory to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying PersonShareholders’ Representative; provided, however, that (i) an Indemnifying Person may only assume control of neither Parent nor the Surviving Corporation shall settle, adjust or compromise such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which nonThird-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend or admit any liability with respect to such Third Third-Party Claim with counsel of its own choice that is reasonably satisfactory to Claim, without the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given prior written notice to the Indemnifying Person consent of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims Shareholders’ Representative (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will shall not be unreasonably be withheld withheld, delayed or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgmentconditioned).

Defense of Third Party Claims. Claims arising from (a) With respect to any Proceeding brought by, or the assertion discovery of liability by Liability accruing in favor of, a third parties party against Acquiror or another Indemnified Person that is based on, arises out of, or relates to subject matter that, if determined adversely to Acquiror or such other Indemnified Person (eachregardless of the eventual outcome of such Action), could result in a claim for indemnification under this Agreement (in each case, a “Third Party Claim”) ), Acquiror shall be subject to Section 9.4(a) notify the Company Holders’ Agent in writing of any Third Party Claim, describing in reasonable detail the basis for such Third Party Claim and the following terms and conditions: amount of the claimed Damages in an Officer’s Certificate (ato the extent then known). Within thirty (30) Upon days after receipt of a Notice of Claim delivered in accordance notice from Acquiror with Section 9.4(a) and relating respect to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts Company Holders’ Agent may assume the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Personmatter; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing the Company Holders’ Agent shall retain counsel reasonably acceptable to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and Acquiror, (ii) the Indemnifying Person Acquiror may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or participate in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claimclaim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by with co-counsel of its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice choice to the Indemnifying Person of extent that Acquiror believes, in its sole discretion, that such matter shall affect its ongoing business, and (iii) the claim, then the Indemnified Person Company Holders’ Agent may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which does not include as an unconditional term thereof a provision whereby the delivery by plaintiff or claimant in the claimant or plaintiff to matter releases the Indemnified Person of a written release from all liability in and obligations with respect thereto without any obligation on the part of the Indemnified Person. If, within such thirty (30) day period, the Company Holders’ Agent does not assume the defense of such proceedingmatter, claim or demand and (ii) an the Indemnified Person shall not without may defend against the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise matter in any such proceeding, claim or demand, or manner that it reasonably may deem appropriate and may consent to the entry of any judgmentjudgment with respect to the matter or enter into any settlement with respect to the matter without the consent of the Indemnifying Person (provided that the amount of such settlement shall not be determinative of the amount of Damages that the Indemnified Person may be entitled to hereunder as a result of such Third Party Claim). (b) The parties hereto shall cooperate in the defense of any Third-Party Claim, regardless of whether the investigation, defense and settlement of such Third-Party Claim is being conducted by the Indemnified Persons or the Company Holders. If the Company Holders elect to control the investigation, defense or settlement of a Third-Party Claim in accordance with this Section 8.6(b), Acquiror shall have the right to receive copies of all pleadings, notices and communications with respect to such Third-Party Claim and the Company Holders’ Agent shall provide Acquiror the opportunity to consult with and participate in, but not determine, control or conduct, the defense of the Third-Party Claim or settlement negotiations with respect to the Third-Party Claim, all at the sole expense of Acquiror. If the Company Holders do not elect to defend a Third-Party Claim in accordance with Section 8.6(a), Company Holders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the Third-Party Claim and the Indemnified Person shall provide the Company Holders’ Agent the opportunity to consult with and participate in, but not to determine or conduct, the defense of the Third-Party Claim or settlement negotiations with respect to the Third-Party Claim, all at the sole expense of the Company Holders’ Agent. (c) Notwithstanding the foregoing, the conduct of any Tax Proceeding with respect to the Company shall be governed by Section 5.22(d), rather than this Section 8.6.

Defense of Third Party Claims. Claims arising from (a) In the event of the assertion or commencement by any Person of liability by third parties any claim or Action (whether against Buyer, any Subsidiary of Buyer (including A2iA and its Subsidiaries) or any other Person) with respect to which any of Buyer may be entitled to indemnification, compensation, reimbursement, payment or any other remedy pursuant to this ARTICLE VII, Buyer shall within five (5) Business Days give the Sellers’ Representative written notice of such claim or Action (each, a “Third Party Claim”) shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person); provided, however, that (i) an Indemnifying Person may only assume control such notice should describe the factual basis of such defense if it acknowledges claim in writing reasonable detail, indicate a good faith estimate of the amount of the Damage and the grounds on which the request for indemnification is made, in each case, to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX extent known and (ii) any failure on the Indemnifying Person may part of Buyer to so notify the Sellers’ Representative shall not assume control limit any of Buyer’s rights to indemnification, compensation, reimbursement or payment under this ARTICLE VII except to the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against extent (and only to the Indemnified Party. (bextent) If the Indemnifying Person determines to accept such failure prejudices the defense of such Third Party Claim. (b) Within ten (10) Business Days of delivery of such written notice, the Sellers’ Representative may elect, by written notice delivered to Buyer, to take all necessary steps to diligently contest any Third Party Claim referenced in Section 7.4(a) with counsel of reputable standing. If the Sellers’ Representative elects to assume the defense of such Third Party Claim as provided herein, (i) it shall defend diligently conduct the defense; (ii) the election will conclusively establish that Buyer is entitled to relief under this Agreement for any Damages arising in connection with such Third Party Claim; and (iii) no compromise, settlement or consent to entry of any judgment of such Third Party Claim may be effected by the Sellers’ Representative without Buyer’s prior written consent which shall not be unreasonably withheld or delayed unless (A) there is no finding or admission of any violation of Applicable Law or any violation of the rights of any Person, (B) Buyer shall receive a full and unconditional release from all liability with respect to such Third Party Claim and any other claims by the Person(s) bringing such Third Party Claim, and (C) the sole relief provided is monetary damages that are paid in full by Sellers. The Sellers’ Representative -43- (c) If the Sellers’ Representative makes the foregoing election, Buyer will have the right to participate in all negotiations and proceedings relating to such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense; provided that if the employment of such counsel has been authorized in writing by the Sellers’ Representative, its participation to be subject to then the reasonable direction fees and expenses of not more than one additional counsel for the Indemnifying Person. Buyer shall be included as “Damages” with respect to this Agreement. (d) If the Indemnifying Person fails to undertake Sellers’ Representative does not assume the defense of any matter for which it is entitled to assume such defense as provided above, or if the Sellers’ Representative elects to assume the defense but does not diligently conduct the defense, (i) Buyer shall have the full right to defend against any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice at Sellers’ expense, but shall only be entitled to the Indemnifying Person of the claim, then the Indemnified Person may defend settle or agree to pay in full such Third Party Claim at with the sole cost written consent of the Indemnifying Person Sellers’ Representative, which consent shall not be unreasonably withheld or delayed, and (ii) Sellers shall be bound by any determination resulting from such Third Party Claim and any compromise, settlement or judgment effected by Buyer. (e) Notwithstanding the Indemnifying Person may still participate inforegoing, but with respect to any Third Party Claim: (i) in which injunctive or equitable remedies have been sought in respect of any Indemnitee(s), A2iA or any of its Subsidiaries; (ii) the outcome of any judgment or settlement of which could materially adversely affect the business of the Indemnitee(s), A2iA or any of its Subsidiaries; (iii) which relates to any Intellectual Property Rights or other Intellectual Property issues; or (iv) the indemnifiable Damages pursuant to such Third Party Claim could reasonably be expected to exceed the then-remaining value of the Escrow Fund not controlsubject to pending claims for indemnification, Buyer shall have the right, at its election and without compromising the rights of Buyer to indemnification, compensation, reimbursement or payment under this ARTICLE VII, to retain control of the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not rather than cede control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on to the Sellers’ Representative; provided that if the resolution of such Third Party Claim results in a right to indemnification, compensation, reimbursement or payment under this ARTICLE VII in favor of any terms which it may deem reasonableIndemnitee, provided that, (i) an Indemnifying Person Buyer shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceedingThird Party Claim without the written consent of the Sellers’ Representative, claim which consent shall not be unreasonably withheld, conditioned or demanddelayed. (f) With respect to any Third Party Claim subject to this ARTICLE VII, or consent the Sellers’ Representative and Buyer shall render such assistance to each other as they may reasonably require, shall cooperate in good faith in the entry defense of any judgment.such Third Party Claim and shall keep each other reasonably informed of the status of such Third Party Claim at all stages thereof. The Sellers’ Representative and Buyer shall make available to each other all relevant records and take such other

Defense of Third Party Claims. Claims arising from In the event of the assertion or commencement by any Person of liability by third parties any claim or Proceeding (eachwhether against the Purchaser, the Company, the Selling Stockholders, any other Indemnitee or any other Person) with respect to which a “Third Party Claim”party hereto may become obligated hereunder to indemnify, hold harmless, compensate or reimburse any Indemnitee pursuant to this Section 11, the party to be indemnified (the "Indemnified Party") shall be subject to Section 9.4(a) and the reasonably promptly, but in any event within 60 days following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Party's actual knowledge thereof, notify the Person whether providing the indemnification hereunder (the "Indemnifying Person accepts the defense Party") of such claim, and the Indemnifying Person shall have no obligation claim or Proceeding by providing notice to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying PersonStockholder Representative; provided, however, that (i) an Indemnifying Person the failure to provide such notice shall not release the Selling Stockholders from any of their obligations under this Section 11, except to the extent that the Selling Stockholders are materially prejudiced by such failure. In any such event, the Indemnified Party may only assume control proceed with the defense of such claim or Proceeding and the Indemnifying Party shall bear and pay all costs and expenses (including attorneys fees and costs) in connection with the Indemnified Party's defense if it acknowledges of any such claim or Proceeding (whether or not incurred by the Indemnified Party); provided, that all such expenses paid by the Selling Stockholders, combined with any other indemnification, will in writing no event exceed the respective indemnification limitations set forth in Section 11.5(a). If the Indemnified Party so proceeds with the defense of any such claim or Proceeding: (a) all expenses reasonably incurred and relating to the defense of such claim or Proceeding (whether or not incurred by the Indemnified Party) shall be borne and paid exclusively by the Indemnifying Party; (b) the Indemnifying Party shall make available to the Indemnified Person that Party any such Losses documents and materials in the possession or control of the Indemnifying Party that may be assessed against necessary to the Indemnified Person in connection with defense of such Third Party Claim constitute Losses for which claim or Proceeding; (c) the Indemnified Party shall be indemnified pursuant keep the Stockholder Representative informed of all material developments and events relating to this Article IX and such claim or Proceeding; (iid) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person Stockholder Representative shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, in the defense of such Third Party Claim claim or Proceeding at the Indemnifying Person’s sole cost and his own expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto).; and (ce) The party controlling the defense of a Third Indemnified Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consentsettle, settle adjust or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not Proceeding without the Indemnifying Person’s prior written consentconsent of the Stockholder Representative, which consent will shall not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgmentwithheld.

Defense of Third Party Claims. Claims arising from (a) Indemnitor shall have the assertion right, but not the obligation, upon written notice to the Indemnitee within twenty (20) Business Days following receipt of liability notice thereof, to investigate, contest, assume the defense of (with counsel reasonably selected by third parties the Indemnitor) or settle any claim or demand made, or any action, Proceeding or investigation instituted, by any Person not a party to this Agreement for which the Indemnitee has sought indemnification pursuant to this Article 11 (each, a “Third Party Claim”) shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person); provided, however, that (i) an Indemnifying Person may only assume control the Indemnitee may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which through Representatives and counsel of its own choosing; and, provided further, however, that the Indemnified Indemnitor shall not settle any Third Party Claim unless (i) such settlement is on exclusively monetary terms and the Indemnitor shall pay or cause to be indemnified pursuant to this Article IX and paid all amounts arising out of such settlement either concurrently or with the effectiveness thereof, (ii) such settlement includes a complete and irrevocable release executed by all Persons who brought such Third Party Claim, which release shall release the Indemnifying Person may Indemnitee from liability or (iii) the Indemnitor obtains the written consent of the Indemnitee. Indemnitor shall not assume control of be liable to the Indemnitee for legal or other fees and expenses incurred by the Indemnitee in connection with the defense of any Action involving a Third Party Claim; provided that the Indemnitor shall be liable for the reasonable and documented out-of-pocket fees and expenses of one national counsel and one reasonable local counsel employed by the Indemnitee for (x) any period commencing ten (10) Business Days following Indemnitor’s receipt of a Claim Certificate with respect to the matter for criminal liability which indemnification is being sought by the Indemnitee, during which the Indemnitor has failed to assume the defense thereof pursuant to this Section 11.06(a) and (y) for any period during which there exists an actual conflict of interest (based on written advice of counsel) by the representation of the Indemnitor and the Indemnitee by the same counsel (it being understood, however, that for purposes of clause (y), the Indemnitor shall control such defense). Whether or in which non-monetary equitable relief is sought against not the Indemnified Party. (b) If the Indemnifying Person determines to accept Indemnitor shall have assumed the defense of such Third Party Claim, it the Indemnitee shall defend such not settle, compromise, discharge or pay any Third Party Claim for which it seeks indemnification hereunder without the prior written consent of the Indemnitor. (b) The Indemnitor shall be entitled to participate in (but not to control) the defense of any Third Party Claim which it has not elected to assume the defense of with counsel of its own choice that is reasonably satisfactory to the Indemnified Person counsel and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling Parent and the defense of a Company Shareholders, as applicable, shall make available to each other all relevant information in their possession relating to any Third Party Claim may settle (except to the extent that such action would result in a loss of attorney-client privilege; provided, that they shall each use commercially reasonable efforts to provide such information in such format to the other, or on an outside counsel only basis, in a manner which would not result in the loss of such attorney-client privilege) and shall cooperate with each other in the defense thereof. Without limiting the foregoing, such cooperation shall include the retention and (upon the Indemnitor’s request) the provision to the Indemnitor of records and information which are reasonably relevant to such Third Party Claim Claim, and making employees and other Representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any terms which it may deem reasonable, material provided that, hereunder. (id) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent Notwithstanding anything to the entry contrary in this Agreement, in the event of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability Third Party Claim in respect of Taxes or a Tax Return with respect to which the Company Shareholders and/or MJM may have an indemnification obligation pursuant to this Article 11 (a “Tax Claim”), the Company Shareholders and MJM shall be entitled at their sole cost and expense to control any such proceedingTax Claim and may make all decisions taken in connection with such control; provided, claim or demand that the Company Shareholders and (ii) an Indemnified Person MJM shall not settle or otherwise resolve any such Tax Claim without the Indemnifying Person’s prior written consent, which consent will of Parent not to be unreasonably be withheld or delayedwithheld. Furthermore, settle or compromise any such proceeding, claim or demand, or consent notwithstanding anything to the entry contrary in this Agreement, this Section 11.06 shall not apply to any audit, examination or other proceeding with respect to any Flow-Through Returns, control of any judgmentwhich shall be governed exclusively by Section 8.01.

Defense of Third Party Claims. Claims arising from the assertion (a) In order for an Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of liability any claim or Proceeding asserted by any third parties party that is subject to indemnification pursuant to this Section 8 (each, a “Third Party Claim”), such Indemnitee must notify the Securityholders’ Agent in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably possible after receipt by such Indemnified Party of notice of the Third Party Claim; provided that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the OP Indemitors shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitees shall deliver to the Securityholders’ Agent, within five (5) business days after the Indemnitees’ receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitees relating to the Third Party Claim. (b) Except for Tax Matters which shall be handled pursuant to Section 9.4, the Securityholders’ Agent, on behalf of the OP Indemnifying Parties, shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 9.4(a8.9, shall be entitled to control and appoint lead counsel (reasonably acceptable to the Indemnitees) for such defense; provided that, prior to assuming control of such defense, the Securityholders’ Agent, on behalf of the OP Indemnifying Parties, must acknowledge that the OP Indemnifying Parties would have an indemnification obligations for any Damages resulting from such Third Party Claim as provided under this Section 8; provided, further, that the Securityholders’ Agent, on behalf of the OP Indemnifying Parties, shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the following terms fees and conditions: expenses of counsel retained by the Indemnitees if (ai) Upon receipt the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnitees reasonably believe an adverse determination with respect to the Third Party Claim would be detrimental to the Indemnitees’ reputation or future business prospects, (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnitees, (iv) the Securityholders’ Agent, on behalf of a Notice of Claim delivered in accordance with Section 9.4(a) and relating the OP Indemnifying Parties, has failed or is failing to a prosecute or defend the Third Party Claim, (v) the Indemnifying Person shall then have twenty Third Party Claim relates to Section 2.14 (20Intellectual Property) days or relates to advise any claim for indemnification pursuant to Section 8.2(a)(iv) (indemnification for Taxes), or (vi) the Indemnified Person whether the Indemnifying Person accepts the defense specified damages of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses exceed the applicable limit set forth in Section 8.4 less the sum of (1) the amount subject to any other claims previously paid or outstanding plus (2) the reasonably anticipated expenses for which litigation of such Third Party Claim; provided, further, that if the Indemnified Securityholders’ Agent is not entitled to assume the control of the defense of any Third Party shall be indemnified Claim pursuant to this Article IX clauses (ii), (v) and (iivi) of this Section 8.9(b), the Indemnitees shall obtain the prior written consent of the Securityholders’ Agent before entering into any settlement of such Third Party Claim, which consent shall not be unreasonably withheld or delayed. (c) The Securityholders’ Agent, on behalf of the OP Indemnifying Person may Parties, shall conduct any such defense in good faith, with appropriate diligence and in the best interest of the Indemnitees. (d) If the Securityholders’ Agent, on behalf of the OP Indemnifying Parties, is not entitled to, has declined to, or does not assume control of the defense of any Action involving such a Third Party Claim for criminal liability (or has failed to notify the Indemnitees in writing of its election to defend such Third Party Claim) within thirty (30) days of the Securityholders’ Agent’s receipt of notice of such Claim, then the Indemnitees may notify the Securityholders’ Agent in writing that it elects to assume control of the defense of such a Third Party Claim, in which non-monetary equitable relief is sought against case, the Indemnified Party. (b) If Securityholders’ Agent, on behalf of the OP Indemnifying Person determines Parties, shall not have the right to accept assume the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. . (e) If the Securityholders’ Agent, on behalf of the OP Indemnifying Person fails to undertake Parties, shall assume the control of the defense of any such Third Party Claim within twenty (20) days after in accordance with the Indemnified Person has given written notice to provisions of this Section 8.9, the Indemnifying Person Party shall obtain the prior written consent of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense Indemnitees before entering into any settlement of such Third Party Claim at if the Indemnifying Person’s sole cost settlement does not expressly unconditionally release the Indemnitees from all liabilities and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions obligations with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle to such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without or the Indemnified Person’s prior written consent, settle settlement imposes injunctive or compromise such proceeding, claim or demandother equitable relief against, or consent any other adverse effect on, the Indemnitees. (f) The Indemnitees shall be entitled to participate in the entry defense of any judgment which does not include as an unconditional term thereof the delivery Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be borne by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgmentIndemnitees.

Defense of Third Party Claims. Claims arising from the assertion of liability by third parties (each, a “Third i) Intuit shall defend any Third-Party Claim”, and the costs and expenses incurred by Intuit and/or any Indemnified Person in connection with such defense (including but not limited to reasonable attorneys' fees, other professionals' and experts' fees and court or arbitration costs) shall be subject to Section 9.4(a) and included in the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating Damages for which Intuit may seek indemnity pursuant to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Claim made by any Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Personhereunder; provided, however, that notwithstanding the foregoing, if a Third-Party Claim shall be brought or asserted against Intuit or any other Indemnified Person, then, subject to the terms and conditions of this Agreement, the Representative will have the right, at 57 58 the Representative's sole option and at the C-Co Shareholders' sole cost and expense (iwithout right of reimbursement from Intuit or from any other Indemnified Persons), to assume and control the defense of all Indemnified Persons against such Third-Party Claim with reputable legal counsel selected by the Representative and consented to by Intuit and the affected Indemnified Person(s) an Indemnifying Person may only assume control (which consent shall be given or withheld (but which shall not be unreasonably withheld) within two business days following the delivery of notice to Intuit of the selection of such defense if it acknowledges in writing to legal counsel), so long as: (A) the Indemnified Person that any such Losses that may be assessed against the Representative notifies Intuit and each affected Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX writing that Representative will assume and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Third-Party Claim within fifteen (15) days after Intuit has given a Notice of Claim to the Representative with respect to such Third-Party Claim, it shall defend such Third ; (B) the Third-Party Claim with counsel of its own choice that is reasonably satisfactory to the involves only claims for money damages and does not seek any injunction or other equitable relief against Intuit, or any other Indemnified Person and at its own expensewhich could affect the ability of Intuit, provided thatany Indemnified Person or any other subsidiary or affiliate of Intuit to market, distribute, sell, lease, license or provide any product or service (unless all affected Indemnified Persons agree in writing that the Representative may nevertheless control the defense of such action for an injunction or other equitable relief); (C) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of Intuit, likely to have a Material Adverse Effect on Intuit; (D) the Representative conducts the defense of the Third-Party Claim actively and diligently at all times; and (E) the legal counsel chosen by the Representative does not have any conflict of interest in representing the interests of Intuit or any of the affected Indemnified Person(s). (ii) So long as the Representative is conducting the defense of the Third-Party Claim in accordance with Section 11.9(i) above: (A) Intuit and each Indemnified Person may retain separate co-counsel and participate in the defense of such Third-Party Claim at their own cost and expense (except as provided below) and shall have the right to be represented by its own counsel at its own expensereceive copies of all pleadings, its participation notices and communications with respect to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Third-Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person extent that the provision and receipt of the claim, then the such documents does not adversely affect any privilege relating to an Indemnified Person; (B) Intuit and each Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions negotiations with respect thereto). to the Third-Party Claim; and (cC) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall Representative will not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim unless (1) Intuit and each of the affected Indemnified Persons consent thereto in writing (which does consent will not include as unreasonably be withheld or delayed) or (2) the settlement, compromise or consent includes an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect favor of such proceeding, claim or demand Intuit and (ii) an each Indemnified Person shall and does not without include any covenants binding Intuit, any Indemnified Person or any of their affiliates with respect to the Indemnifying Person’s prior written consent, which consent will conduct of their respective businesses. (iii) If the Representative does not be unreasonably be withheld elect to assume control of the defense or delayed, settle or compromise settlement of any such proceeding, claim or demandThird-Party Claim, or if the Representative does so elect but any of the conditions in Section 11.9(i) above is not satisfied or becomes unsatisfied, then: (A) Intuit and the affected Indemnified Person(s) may control the defense of and consent to the entry of any judgmentjudgment or enter into any settlement with respect to such Third-Party Claim; provided, however, that the Representative (1) shall have the right to receive copies of all pleadings, notices and communications with respect to the Third-Party Claim to the extent that the receipt of such documents by the Representative does not adversely affect any privilege relating to the Indemnified Person, and (2) may participate in all settlement negotiations with respect to the Third-Party Claim and (3) Intuit and the Indemnified Person(s) shall not enter into any settlement of such Third-Party Claim without the prior written consent of the Representative (which consent shall not be unreasonably withheld or delayed), provided, that if the Representative shall have consented to any such settlement, then the 58 59 Representative shall have no power or authority to object to any claim by any Indemnified Person for indemnity under Section 11.2 for the amount of such settlement; and (B) the C-Co Shareholders will remain responsible to indemnify all Indemnified Person(s) for all Damages the Indemnified Person(s) may incur arising out of, resulting from or caused by the Third-Party Claim to the fullest extent provided in this Article 11.

Defense of Third Party Claims. Claims arising from (a) A party seeking indemnification hereunder in connection with a claim by any Person other than the assertion of liability by third parties Indemnified Party (each, a “Third Third-Party Claim”) shall be subject provide prompt notice of such Third-Party Claim to Section 9.4(aParent (in the case of an indemnification claim from a Stockholder Indemnitee) or the Stockholder Representative (in the case of an indemnification claim from a Parent Indemnitee), as applicable, which notice describes in reasonable detail such Third-Party Claim and includes copies of all material written correspondence received by such party in connection therewith; provided that the failure to provide such notice shall not affect an Indemnifying Party’s obligations under this Article VII except and only to the extent that an Indemnifying Party is actually and materially prejudiced by such failure. The Indemnifying Party shall have the right in its discretion and at its expense, to participate in and control the defense or settlement of such Third-Party Claim so long as each of the following terms conditions are, and conditions: continue to be, satisfied: (ai) Upon receipt of the claim does not seek an injunction or other equitable relief; (ii) the claim does not involve criminal allegations or a Notice of Claim delivered in accordance claim by a Governmental Authority or any customer, supplier, or other Person with Section 9.4(awhom the applicable Parent Indemnitee has a business relationship that is material to the Parent Indemnitees taken as a whole; (iii) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty Party admits that such Third-Party Claim is indemnifiable pursuant to this Article VII and eighty percent (2080%) days to advise of the Indemnified Person whether expected liability for such Third-Party Claim (as reasonably determined by the Indemnifying Person accepts Party’s outside counsel) is equal to or less than the amount of the then-remaining Indemnity Escrow Amount (less the Pending Claims Amount); (iv) such Indemnifying Party assumes the defense of such claim, and Third-Party Claim within thirty (30) days of receipt by the Indemnifying Person shall have no obligation Party of notice of such Third-Party Claim and a reasonable description of such Third-Party Claim; (v) such Indemnifying Party conducts the defense of the Third-Party Claim diligently; (vi) is not one in which the Indemnifying Party is also a party and there are legal defenses available to the Indemnified Person for legal fees incurred by Party which are materially inconsistent with those available to the Indemnified Person after Indemnifying Party; and (vii) in the date case of any a claim against a Parent Indemnitee, the assumption of the defense by would not cause any Parent Indemnitee to lose coverage under the Indemnifying Person; provided, however, that R&W Insurance Policy (clauses (i) an through (vii), the “Assumption Conditions”). If the Indemnifying Person may only assume control Party assumes the defense of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Third-Party Claim constitute Losses for which Claim, (A) the Indemnified Party shall be indemnified pursuant entitled, at its own cost and expense, to this Article IX participate in the defense of such Third-Party Claim and to employ separate counsel of its choice for such purpose and (iiB) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against shall keep the Indemnified PartyParty reasonably apprised of all material developments, including settlement offers, with respect to the Third-Party Claim. (b) If Whether or not the Indemnifying Person determines to accept Party shall have assumed the defense of such Third a Third-Party Claim, it neither party shall defend such Third admit to any Liability with respect to, consent to the entry of any judgment, or settle, compromise or discharge, any Third-Party Claim with counsel for which indemnity is sought without the prior written consent (not to be unreasonably withheld, delayed or conditioned) of its own choice the other party; provided, that is reasonably satisfactory an Indemnified Party shall have no obligation of any kind to consent to the entrance of any judgment or into any settlement unless such judgment or settlement (i) is for only money damages, eighty percent (80%) of the amount of which is equal to or less than the amount of the then remaining Indemnity Escrow Amount (less the Pending Claims Amount), and (ii) includes, as a condition thereof, an express, unconditional release of the Indemnified Person Party and at its own expenseAffiliates, provided Subsidiaries and their respective representatives from any liability or obligation with respect to such Third-Party Claim; provided, further, that, notwithstanding the Indemnified Person foregoing, such consent shall have the right to be represented by its own counsel at its own expensesubject, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice in all cases, to the Indemnifying Person terms (including any right of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost insurer to consent) of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto)R&W Insurance Policy. (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on If any terms which it may deem reasonable, provided thatAssumption Condition is or becomes unsatisfied, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consentParty may defend against, settle or compromise such proceeding, claim or demand, or and consent to the entry of any judgment which does not include as an unconditional term thereof or, subject to Section 7.5(b), enter into any settlement with respect to, the delivery by the claimant or plaintiff to Third-Party Claim in any manner it may deem appropriate (and the Indemnified Person of a written release from all liability Party need not consult with, or obtain any consent from, the Indemnifying Party in respect of such proceedingconnection therewith), claim or demand and (ii) an to the extent the Indemnifying Party is liable for such Losses under this Article VII, the Indemnifying Party will reimburse the Indemnified Person Party promptly and periodically (but no less often than quarterly and no more often than monthly) for the costs of defending against the Third-Party Claim, including reasonable, out-of-pocket fees and expenses of counsel engaged by the Indemnified Party, and (iii) to the extent the Indemnifying Party is liable for such Losses under this Article VII, the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with the Third-Party Claim to the fullest extent provided in this Article VII. This Section 7.5 shall not without the Indemnifying Person’s prior written consent, apply to Taxes which consent will not shall be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgmentgoverned exclusively by Section 6.8(d).

Defense of Third Party Claims. Claims arising from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating Because the right to a Third Party Claimindemnity is limited as provided herein, the Indemnifying Person Indemnified Parties shall then have twenty (20) days the right to advise conduct and control, through counsel of their own choosing, reasonably acceptable to the Indemnified Person whether Stockholders' Representative, any third party legal action or other claim, but the Indemnifying Person accepts Stockholders' Representative may, at its election participate in the defense of such claim, thereof at its sole cost and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Personexpense; provided, however, that (i) an Indemnifying Person if the Indemnified Parties shall fail to defend any such legal action or other claim, then the Stockholders' Representative may only assume control defend, through counsel of its own choosing, such legal action or other claim, and so long as it gives Inveresk at least 15 days' notice of the terms of the proposed settlement thereof and permits Inveresk to then undertake the defense thereof, except as set forth below, settle such legal action or other claim and recover out of the Indemnity Amount the amount of such defense if it acknowledges in writing settlement or of any judgment and the costs and expenses of such defense. Neither Inveresk nor the Stockholders' Representative shall compromise or settle any such legal action or other claim without the prior written consent of the other, which consent shall not be unreasonably withheld, except that under no circumstances shall Inveresk be required to consent to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses entry of an order for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability injunctive or in which other non-monetary equitable relief is sought against relief. Notwithstanding the Indemnified Partyforegoing, the Stockholders' Representative may, at its option, continue to conduct and control the litigation disclosed on Schedule 6.2(a)(ii) of this Agreement; provided, that Inveresk may, at its election participate in the defense thereof at its sole cost and expense; and, provided further that if the Stockholders' Representative shall fail to defend any such legal action or other claim, then Inveresk may defend, through counsel of its own choosing, such legal action or other claim, and so long as it gives the Stockholders' Representative at least 15 days' notice of the terms of the proposed settlement thereof and permits the Stockholders' Representative to then undertake the defense thereof, except as set forth above, settle such legal action or other claim and recover out of the Indemnity Amount the amount of such settlement or of any judgment and the costs and expenses of such defense. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice All costs and expenses reasonably incurred in defending any third party legal action or other claim that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the subject of a right to be represented by its own counsel at its own expenseindemnity under Section 6.2, its participation to be subject to reasonable direction of counsel for including the Indemnifying Person. If the Indemnifying Person fails to undertake the defense amount of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgment, shall be paid out of the Indemnity Amount.

Defense of Third Party Claims. Claims arising from the assertion Promptly after Acquiror obtains knowledge of liability any actual or possible claim, demand, suit, action, arbitration, investigation, inquiry or proceeding that has been or may be brought or asserted by a third parties party against Acquiror or any of Acquiror’s Subsidiaries or other affiliates and that may be subject to indemnification hereunder (each, a “Third Third-Party Claim”) ), Acquiror shall be subject promptly give notice of such Third-Party Claim to Section 9.4(a) the Shareholders’ Agent, stating the nature and basis of such Third-Party Claim and the following terms and conditions: (a) Upon receipt dollar amount of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third such Third-Party Claim, to the Indemnifying Person extent known. The Shareholders’ Agent shall then have twenty the right at its election, at any time, to defend any Third-Party Claim, in which case: (20i) days Shareholders’ Agent shall diligently and in good faith defend such Third-Party Claim; (ii) the attorneys’ fees of counsel reasonably acceptable to advise Acquiror (approval of such counsel not to be unreasonably withheld), other professionals’ and experts’ fees and court or arbitration costs incurred by the Indemnified Person whether Shareholders’ Agent in connection with defending such Third-Party Claim shall be payable from the Indemnifying Person accepts Escrow Fund, without the requirement of any consent or approval by Acquiror; (iii) Acquiror shall not be entitled to be indemnified (from the Escrow Fund or otherwise) for any costs or expenses incurred by Acquiror in connection with the defense of such claimThird-Party Claim; (iv) Acquiror shall be entitled to monitor such defense at its expense; (v) Acquiror shall make available to the Shareholders’ Agent all books, records and other documents and materials that are under the Indemnifying Person direct or indirect control of Acquiror or any of its Subsidiaries or other affiliates and that the Shareholders’ Agent considers necessary or desirable for the defense of such Third-Party Claim; (vi) Acquiror shall have no execute such documents and take such other actions as the Shareholders’ Agent may reasonably request for the purpose of facilitating the defense of, or any settlement, compromise or adjustment relating to, such Third-Party Claim; (vii) Acquiror shall otherwise fully cooperate as reasonably requested by the Shareholders’ Agent in the defense of such Third-Party Claim; (viii) Acquiror shall not admit any liability with respect to such Third-Party Claim; and (ix) the Shareholders’ Agent shall not enter into any settlement agreement providing for the settlement of such Third-Party Claim without the prior written consent of Acquiror (which consent shall not be unreasonably withheld) if such settlement agreement imposes on Acquiror or any of its Subsidiaries or other affiliates any obligation, other than an obligation to pay monetary damages in an amount less than the Indemnified Person for legal fees incurred by aggregate cash amount remaining in the Indemnified Person after Escrow Fund and available to pay such damages. If the date of any assumption of the defense by the Indemnifying Person; providedShareholders’ Agent elects not to defend such Third-Party Claim, however, that then (i) an Indemnifying Person may only assume control of Acquiror shall diligently defend such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Third-Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person Acquiror shall have the no right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability seek indemnification under this Section 9 in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not Third-Party Claim for any settlement entered into without the Indemnifying Person’s prior written consentconsent of the Shareholders’ Agent, which consent will shall not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgmentwithheld.

Defense of Third Party Claims. Claims arising from (a) In the event that an Indemnitee receives notice of the assertion of liability any claim or the commencement of any Proceeding by a third parties party in respect of which indemnity may be sought under the provisions of this Section 9, or reasonably believes that any such claim will be asserted or commenced (each, a “Third Party Claim”) ), the IP Purchaser shall be subject to Section 9.4(a) and notify the following terms and conditions: Seller in writing of such Third Party Claim (a) Upon receipt “Notice of a Claim”). The Notice of Claim delivered in accordance with Section 9.4(ashall set forth: (i) that an Indemnitee has incurred Indemnifiable Damages or anticipates that it will incur Indemnifiable Damages for which such Indemnitee is entitled to indemnification pursuant to this Agreement; (ii) the amount of such Indemnifiable Damages, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of such Indemnifiable Damages (which estimate shall not be conclusive of the final amount of such Indemnifiable Damages ); and relating to (iii) a description of the basis for such Third Party Claim. Failure or delay in notifying the Seller will not relieve the Indemnitors of any liability they may have to the Indemnitee, except and only to the Indemnifying Person extent that such failure or delay causes actual harm to the Indemnitors with respect to such Third Party Claim. (b) The IP Purchaser shall then have twenty (20) days the right, at its election, to advise the Indemnified Person whether the Indemnifying Person accepts proceed with the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying PersonThird Party Claims on its own; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges the Seller shall have the right to employ separate counsel in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which and to participate in the Indemnified Party defense thereof, but the fees and expenses of such counsel shall be indemnified pursuant at the expense of the Seller; provided, however, the expenses of the Seller shall be reimbursed to this Article IX and the extent possible from the Escrow Fund to the extent any amounts remain in the Escrow Fund immediately prior to final distribution to the Seller or its designees. (iic) the Indemnifying Person may not assume control of If IP Purchaser so elects to proceed with the defense of any Action involving a such Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party.Claim: (bi) If the Indemnifying Person determines Seller shall make available to accept the Purchasers any documents and materials in its possession or control that may be reasonably necessary to the defense of such Third Party Claim; (ii) the IP Purchaser shall have the right to settle, it shall defend adjust or compromise such Third Party Claim with counsel the prior written consent of its own choice that is the Seller, which shall not be unreasonably withheld; provided, however, if the Seller reasonably satisfactory refuses consent to the Indemnified Person and at its own expensesuch settlement, provided thatadjustment or compromise, the Indemnified Person amount of such settlement, adjustment or compromise of such Third Party Claim shall have not be determinative of the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction validity of counsel for the Indemnifying Person. claim against the Escrow Fund or the amount of Indemnifiable Damages recoverable hereunder. (d) If the Indemnifying Person fails IP Purchaser does not elect to undertake proceed with the defense of any such Third Party Claim within twenty (20) days after claim or Proceeding, the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person Seller may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, proceed with the defense of such Third Party Claim at with counsel reasonably satisfactory to the Indemnifying Person’s sole cost IP Purchaser and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including expense of said defense shall be paid out of the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling Escrow Fund. If the Seller assumes the defense of a Third Party Claim may settle Claim, it will take all reasonable steps in the defense, prosecution, or settlement of such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or litigation. The Seller will not consent to the entry of any judgment which does or enter into any settlement except with the written consent of the Indemnitee; provided, however, the consent of the Indemnitee shall not be required if all of the following conditions are met: (i) the terms of the judgment or proposed settlement include as an unconditional term thereof the delivery giving to the Indemnitee by the claimant or plaintiff to the Indemnified Person third party of a written release of the Indemnitee from all liability in respect of such proceeding, claim or demand and Third Party Claim; (ii) an Indemnified there is no finding or admission of (A) any violation of Law by the Indemnitee, (B) any violation of the rights of any Person and (C) no effect on any other action or claims of a similar nature that may be made against the Indemnitee; and (iii) the sole form of relief is monetary damages which will be paid in full from the Escrow Fund. The Indemnitee will provide reasonable cooperation in the defense of the Third Party Claim. If the Seller is not reasonably conducting the defense of the Third Party Claim in good faith, the Indemnitee shall not without have the Indemnifying Person’s prior written consentright to assume the defense of the Third Party Claim, which consent will not be unreasonably be withheld or delayed, settle or compromise subject to the right of the Seller to employ separate counsel in any such proceedingThird Party Claim and to participate in the defense thereof, claim or demand, or consent to but the entry fees and expenses of any judgmentsuch counsel shall be at the cost and expense of the Seller.

Defense of Third Party Claims. Claims arising from the assertion of liability by third parties (each11.8.1 Except as provided below, a “Third Acquirer will defend any Third-Party Claim”) shall be subject to Section 9.4(a) , and the following terms costs and conditions: expenses incurred by Acquirer in connection with such defense (aincluding reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) Upon receipt will be included in the Damages for which Acquirer may seek indemnification pursuant to a Claim made by any Indemnified Person hereunder. Within ten calendar days of a delivery of the Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third regarding any Third-Party Claim, the Indemnifying Person shall then have twenty (20) days to advise Representative may, at the Indemnified Person whether expense of the Indemnifying Person accepts the defense of Persons, elect to prosecute such claim, and the Indemnifying Person shall have no obligation Third-Party Claim to conclusion or settlement satisfactory to the Indemnified Person for legal fees incurred by Representative, conditioned on the Indemnified Person after the date of any assumption of the defense by the Indemnifying PersonRepresentative using counsel reasonably acceptable to Acquirer; provided, however, that the Representative may not elect to prosecute or settle any such Third-Party Claim if (i) such Third-Party Claim seeks injunctive or other equitable relief against Acquirer or the Surviving Company, (ii) Damages sought under such Third-Party Claim, together with Damages sought under any other Claims then in dispute or pending, can reasonably be expected to exceed the value of the Escrow Cash that remains available for recovery of Damages, (iii) such Third-Party Claim relates to any Company Entities IP Right, (iv) settlement of, or an Indemnifying Person may only assume control adverse judgment with respect to, the Third-Party Claim is, in the reasonable good faith judgment of Acquirer, likely to establish a precedential custom or practice materially adverse to the continuing business interests of Acquirer. 11.8.2 If the Representative makes the election to defend with respect to a Third-Party Claim as set forth in Section 11.8.1, then (i) the Representative will be deemed to have admitted that such Third-Party Claim is an indemnifiable Claim hereunder, (ii) Acquirer will have the right to participate, at its own expense and through counsel of its own selection, in all proceedings, and (iii) upon the conclusion or settlement of such defense if it acknowledges in writing to Third-Party Claim, the Indemnified Person that any shall be entitled to recover Damages related to such Losses that may be assessed against the Indemnified Person in connection with such Third Third-Party Claim constitute Losses for which from the Indemnified Party shall be indemnified pursuant to this Article IX Escrow Cash and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) Earnout Amount. If the Indemnifying Person determines to accept the defense of such Third Representative defends a Third-Party Claim, it shall defend such Third Party Claim with counsel not, without the written consent of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle which consent shall not be unreasonably withheld, effect the settlement or compromise such proceeding, claim or demandof, or consent to the entry of any judgment which with respect to, such Third-Party Claim unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Person from all liability arising out of such action or claim, (ii) does not include as an unconditional term admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Person and (iii) does not include any injunctive or other non-monetary relief. 11.8.3 If the Representative does not make such election with respect to a Third-Party Claim within the required time period, Acquirer will (i) be free to handle the prosecution or defense of such Third-Party Claim, (ii) take all necessary steps to contest such Third-Party Claim or to prosecute such Third-Party Claim to conclusion or settlement satisfactory to Acquirer without requiring the consent of the Representative or the Indemnifying Persons, (iii) notify the Representative of the progress of such Third-Party Claim, (iv) permit the Representative, at the Representative’s expense, to participate in the settlement negotiations with respect to such Third-Party Claim, and (v) provide the Representative with reasonable access to all relevant information and documentation relating to such Third-Party Claim and Acquirer’s prosecution or defense thereof to the delivery extent that access to such information and documentation by the claimant or plaintiff Representative does not affect any privilege relating to the Indemnified Person Person. Upon the conclusion or settlement of a Third-Party Claim, which Third-Party Claim the Representative has elected to not defend, the Indemnified Party will provide the Representative with written release from all liability in respect notice of such proceedingconclusion or settlement (“Notice of Conclusion"). Within twenty (20) calendar days of delivery of such Notice of Conclusion, claim or demand and the Representative shall elect in writing to (iiA) admit that such Third-Party Claim is an indemnifiable Claim hereunder, in which case the Indemnified Person shall be entitled to recover Damages related to such Third-Party Claim or (B) dispute, in accordance with the provisions of Section 11.1 and Section 11.7, whether such Third-Party Claim is an indemnifiable Claim hereunder. If the Representative fails to make an election in accordance with the preceding sentence, then the Representative will be conclusively deemed to have admitted that such Third-Party Claim is an indemnifiable Claim hereunder and the Indemnified Person shall be entitled to recover Damages related to such Third-Party Claim from the Escrow Cash and the Earnout Amount. In any case, the party not without in control of such Third-Party Claim will cooperate with the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld other party in the conduct of the prosecution or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgmentdefense thereof.

Defense of Third Party Claims. Claims arising from An Indemnified Party shall give prompt written notice to an Indemnifying Party of the commencement or assertion of liability any action, proceeding, demand, or claim by a third parties party (eachcollectively, a “Third "third-party action") in respect of which such Indemnified Party Claim”) shall be subject seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Section 9.4(a) 8.3 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the following right to assume control of the defense of, settle, or otherwise dispose of such third-party action on such terms and conditionsas it deems appropriate; provided, however, that: (a) Upon receipt of a Notice of Claim delivered The Indemnified Party shall be entitled, at its own expense, to participate in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; third-party action (provided, however, that the Indemnifying Party shall pay the attorneys' fees of one counsel to the Indemnified Party if (i) an Indemnifying Person may only assume control the employment of such defense if it acknowledges separate counsel shall have been authorized in writing to the Indemnified Person that by any such Losses that may be assessed against the Indemnified Person Indemnifying Party in connection with the defense of such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and third-party action, (ii) the Indemnifying Person may Parties shall not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with have employed counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expenseParty to have charge of such third-party action, provided that, (iii) counsel to the Indemnified Person Party shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after advised the Indemnified Person has given written notice Party that there are defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Person of the claimParty, then (iv) counsel to the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate inParty shall have advised their respective clients in writing, but with a copy delivered to the other party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel, or (v) the third-party action is a proceeding brought by a shareholder of the Company (in such shareholder's name or derivatively on behalf of the Company) in respect of the transactions contemplated by this Agreement); (b) The Indemnifying Party shall obtain the prior written approval of the Indemnified Party (not controlto be unreasonably withheld) before entering into or making any settlement, compromise, admission, or acknowledgment of the defense validity of such Third third-party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party Claim at or if, in the Indemnifying Person’s sole cost and expensereasonable opinion of the Indemnified Party, such participation settlement, compromise, admission, or acknowledgment could reasonably be expected to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto).have a material adverse effect on its business; (c) The party controlling No Indemnifying Party shall, without the defense consent of a Third each Indemnified Party Claim may settle such Third Party Claim on any terms (which it may deem reasonable, provided that, (i) an Indemnifying Person consent shall not without the Indemnified Person’s prior written consentbe unreasonably withheld), settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which or enter into any settlement that does not include as an unconditional term thereof the delivery giving by the each claimant or plaintiff to the each Indemnified Person Party of a written release from all liability in respect of such proceedingthird-party action; and (d) The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), claim and the Indemnified Party shall be entitled to have sole control over, the defense or demand and settlement, compromise, admission, or acknowledgment of any third-party action (i) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time; or (ii) to the extent the third-party action seeks an order, injunction, or other equitable relief against the Indemnified Person Party which could reasonably be expected to materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall not make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any of such proceeding, claim or demand, or consent to Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the entry defense of any judgmentthird-party action pursuant to this Article VIII and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

Defense of Third Party Claims. Claims arising from In the event of the assertion or commencement by any Person of liability by third parties (eachany claim or Proceeding with respect to which an Indemnified Party may be entitled to indemnification pursuant to this Article IX other than any claim or Proceeding with respect to Taxes, a “Third Party Claim”) which shall be subject governed exclusively by Section 6.3(b), such Indemnified Party shall have the right, at its election, to Section 9.4(a) and proceed with the following terms and conditionsdefense of such claim or Proceeding on its own. If such Indemnified Party so proceeds with the defense of any such claim or Proceeding: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person Securityholders shall then have twenty (20) days make available to advise the Indemnified Person whether the Indemnifying Person accepts Party any documents and materials in their possession or control that may be necessary to the defense of such claim, and claim or Proceeding; (b) the Securityholders’ Representative will be entitled to participate in the defense of any such claim or Proceeding on behalf of the Indemnifying Securityholders (but not to appear of record or communicate with the Person asserting any such claim or Proceeding or its Representatives), at the sole cost and expense of the Securityholders’ Representative (on behalf of the Indemnifying Securityholders); and (c) the Indemnified Party shall have no obligation the right to settle, adjust or compromise such claim or Proceeding without the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption consent of the defense by the Indemnifying PersonSecurityholders’ Representative; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that any Party settles without the consent of the Securityholders’ Representative, such Losses that may settlement shall not be assessed against deemed conclusive of the amount of Damages for purposes of this Article IX. An Indemnified Person Party shall give the Securityholders’ Representative notice after it has been served in connection with the commencement of any such Third Party Claim constitute Losses for which claim or Proceeding against any Indemnified Party; provided, however, that any failure on the part of any Indemnified Party to so notify the Securityholders’ Representative shall be indemnified pursuant to not limit any of the obligations of the Indemnifying Securityholders, or any of the rights of any Indemnified Party, under this Article IX and (ii) except to the Indemnifying Person may extent such failure materially prejudices the defense of such Proceeding). If an Indemnified Party does not assume control of elect to proceed with the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against such Proceeding, the Indemnified Party. (b) If the Indemnifying Person determines to accept Securityholders’ Representative may proceed with the defense of such Third Party Claim, it shall defend such Third Party Claim Proceeding with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expenseParty or Indemnified Parties; provided, provided thathowever, that the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person Securityholders’ Representative may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceedingProceeding without the prior written consent of the Indemnified Party or Indemnified Parties, claim which consent shall not be unreasonably withheld, conditioned or demanddelayed; provided, however, that the Indemnified Party or Indemnified Parties may withhold consent in its discretion to any settlement that: (i) does not include a complete and unconditional release of the Indemnified Parties; (ii) includes any injunctive or non-monetary relief applicable to the entry Indemnified Parties; (iii) includes any findings or admission of fault, liability or any judgmentviolation of Law; or (iv) involves Damages in excess the Indemnifying Securityholders indemnification obligations pursuant to this Article IX.

Defense of Third Party Claims. Claims arising from (a) An Indemnitee shall promptly notify the assertion Indemnitor in writing of liability any pending or threatened claim, demand or circumstance that the Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Article 10 (including a pending or threatened claim or demand asserted by a third parties (eachparty against the Indemnitee, such claim being a “Third Party Claim”) shall be ), describing in reasonable detail the facts and circumstances with respect to the subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense matter of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Persondemand or circumstance; provided, however, that (i) an Indemnifying Person may only assume control the failure to provide such notice shall not release the Indemnitor from any of such defense if it acknowledges in writing its obligations under this Article 10 except to the Indemnified Person extent the Indemnitor is actually and materially prejudiced by such failure, it being understood that any such Losses that may notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be assessed against delivered prior to the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense expiration of any Action involving a Third Party Claim applicable survival period specified in Section 10.01 for criminal liability such representation, warranty, covenant or in which non-monetary equitable relief is sought against the Indemnified Partyagreement. (b) If the Indemnifying Person determines Upon receipt of a notice of a claim for indemnity from an Indemnitee pursuant to accept the defense of such Section 10.06(a), with respect to any Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person Indemnitor shall have the right (but not the obligation) to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake assume the defense and control of any such Third Party Claim within twenty (20) days after Claim. In the Indemnified Person has given written notice to event that the Indemnifying Person Indemnitor so assumes the defense and control of the such claim, then it shall allow the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still Indemnitee a reasonable opportunity to participate in, but not control, in the defense of such Third Party Claim with its own counsel and at its own expense. Notwithstanding the Indemnifying Person’s sole cost foregoing: (1) the assumption of defense of any such matters by the Indemnitor shall relate solely to the claim that is subject or potentially subject to indemnification hereunder; and expense, such participation (2) the option to include assume the right defense shall not be available to participate in but not control all significant decisions regarding such the Indemnitor for Third Party Claims (including A) where non-monetary relief is sought that is not merely incidental to the monetary relief that is sought, (B) involving criminal or quasi- criminal allegations, (C) subject to Section 7.04 which shall control in the event of any overlap, that could reasonably be expected to materially adversely affect the Taxes of the Indemnitee for a taxable period (or portion thereof) beginning after the Closing Date, (D) involving the Indemnitor or its Affiliates as a party if counsel to the Indemnitor determines in good faith that joint representation would give rise to a conflict of interest, or (E) could reasonably be for an amount in excess of two times (2X) the amount the Indemnitee has the right to participate recover pursuant to this Article 10, in but each case, for which defense shall be assumed by the Indemnitee with the right to retain counsel of its choice at the Indemnitor’s expense (if and to the extent such claim is ultimately determined to be subject to indemnification by the Indemnitor under this Article 10). If the Indemnitor is permitted pursuant to the terms hereof and elects to assume the defense of such claim, (i) no compromise or settlement thereof may be effected by the Indemnitor without the Indemnitee’s written consent (which shall not control be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnitor, the settlement discussions does not include any admission of liability and the Indemnitee is fully released from all liabilities relating to such claim, (ii) the Indemnitor may not enter into any compromise or settlement of any such claim in which the Indemnitor receives a release from all liabilities relating to such claim in connection with a compromise or settlement, unless such release also applies to the Indemnitee, and (iii) the Indemnitee shall have no liability with respect theretoto any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld). In addition, the Indemnitor shall keep the Indemnitee apprised of the status of the claim and any resulting suit, proceeding or enforcement action, shall furnish the Indemnitee with all documents and information that the Indemnitee shall reasonably request and shall consult with the Indemnitee prior to acting on major matters, including settlement discussions. In the event that the Indemnitor does not assume the defense of such claim, the Indemnitee (x) shall be entitled to assume the defense of such claim with counsel of its own choice, at the expense of the Indemnitor (if and to the extent such claim is ultimately determined to be subject to indemnification by the Indemnitor under this Article 10) and (y) shall keep the Indemnitor apprised of the status of the claim and any resulting suit, proceeding or enforcement action, shall furnish the Indemnitor with all documents and information that the Indemnitor shall reasonably request and shall consult with the Indemnitor prior to acting on major matters, including settlement discussions; provided, however, that except with the consent of the Stockholder Representative, no settlement of any such claim by the Indemnitee shall, in and of itself, be determinative of either the fact that Damages may be recovered by the Indemnitee in respect of such claim pursuant to the indemnification provisions of this Article 10 or the amount of such Damages that may be recovered by the Indemnitee in respect of such Third Party Claim pursuant to the indemnification provisions of this Article 10. (c) The With respect to any claim subject to indemnification under this Article 10, the parties shall cooperate in such a manner and use their commercially reasonable efforts to preserve in full the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided agrees that, : (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consentit will use commercially reasonable efforts, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceedingany claim in which it has assumed or has participated in the defense, claim or demand to avoid production of confidential information (consistent with applicable law and rules of procedure); and (ii) an Indemnified Person shall not without it will use commercially reasonable efforts to make all communications between any parties hereto and counsel responsible for or participating in the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry defense of any judgmentthird-party claim in a manner designed to preserve any applicable attorney-client or work-product privilege.

Defense of Third Party Claims. Claims arising from (a) Promptly after the assertion receipt by any Person entitled to indemnification pursuant to this Article IX (the “Indemnified Party”) of liability by notice of the commencement of any Action involving a third parties party (eachsuch Action, a “Third Party Claim”) shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim), the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall shall, if a claim with respect thereto is to be indemnified made against any party or parties obligated to provide indemnification pursuant to this Article IX and (the “Indemnifying Party”), give such Indemnifying Party written notice of such Third Party Claim (i) describing in reasonable detail in light of the circumstances then known to such Indemnified Party the nature of such Action, (ii) including a copy of all papers served with respect to such Action (to the Indemnifying Person may not assume control extent in the possession of the defense Indemnified Party) and (iii) specifying the estimated amount of any Action involving a the Losses, if known (the “Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against Notice”); provided that the failure of the Indemnified PartyParty to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that (x) such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party or (y) the Indemnified Party fails to notify the Indemnifying Party of such Third Party Claim in accordance with this Section 9.2(a) prior to the expiration of the applicable survival period (if any) set forth in Section 9.4(a). (b) If the The Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person may undertake and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, assume the defense of such Third Party Claim at the Indemnifying PersonParty’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding expense within sixty (60) days of receiving such Third Party Claims Claim Notice with representatives chosen by it. During such sixty (60)-day period, the Indemnified Party may make such filings, including motions for continuance (and answers if a motion for continuance has not been granted), as may be necessary to preserve the right to participate in but not control settlement discussions parties’ positions and rights with respect thereto). (c) The party controlling to such Third Party Claim, and shall reasonably cooperate with the Indemnifying Party. If the Indemnifying Party undertakes the defense of a Third Party Claim, then (i) the Indemnified Party may retain separate co-counsel and one appropriate local counsel in each applicable jurisdiction of the Indemnified Party’s choosing and participate in the defense of the Third Party Claim. The reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party, including if in the reasonable opinion of the Indemnified Party’s counsel, representation of both the Indemnifying Party and the Indemnified Party would be inappropriate due to actual or potential differing interests of or defenses available to such parties, and (ii) the Indemnifying Party shall keep the Indemnified Party advised of the status of the Third Party Claim and the defense thereof and shall reasonably consider recommendations made by the Indemnified Party with respect thereto. In assuming the defense of a Third Party Claim, the Indemnifying Party may settle reserve its rights to claim that indemnification is not required if, for example, new or subsequently developed information demonstrates that the Indemnifying Party is not required to indemnify the Indemnified Party. (c) If the Indemnifying Party, within sixty (60) days after written notice of any such Third Party Claim on does not assume control of the defense or thereafter fails or ceases to defend such Third Party Claim, then (i) the Indemnified Party shall have the right to undertake the defense of such Third Party Claim and (ii) the reasonable and documented fees and expenses of counsel to the Indemnified Party in connection therewith shall be considered “Losses” for purposes of this Agreement; provided, however, that in no event shall the fees and expenses of more than one counsel and any terms which it may deem reasonable, provided thatone appropriate local counsel in each applicable jurisdiction for the Indemnified Party with respect to a single Third Party Claim or a series of related Third Party Claims be considered “Losses” for purposes of this Agreement. (d) Notwithstanding anything in this Section 9.2 to the contrary, (i) an the Indemnifying Person Party shall not not, without the Indemnified Person’s prior written consentconsent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed), settle or compromise such proceeding, claim or demand, any Third Party Claim or consent to the entry of any judgment which (A) does not include as an unconditional term thereof the delivery giving by the claimant or the plaintiff to the Indemnified Person Party of a written an unconditional release from all liability in respect of such proceedingThird Party Claim, claim (B) would impose a judgment that provides for anything other than monetary damages, or demand (C) would impose a judgment of monetary damages in excess of the remaining amount in the Indemnity Escrow Account, and (ii) an the Indemnified Person Party shall not not, without the Indemnifying Person’s prior written consent, which consent will of the Indemnifying Party (such consent not to be unreasonably be withheld withheld, conditioned or delayed), settle or compromise any such proceeding, claim or demand, Third Party Claim or consent to the entry of any judgmentjudgement. (e) The parties hereto shall act in good faith in responding to, defending against, settling or otherwise dealing with any Third Party Claims, and cooperate in any such defense and give each other reasonable access during normal business hours and upon reasonable advance notice to all information relevant thereto subject to Section 6.3. Without limiting the generality of the foregoing, the party controlling the defense of any Third Party Claim shall deliver, or cause to be delivered, to the other party, upon request, copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the Third Party Claim, and timely notices of, and the right to participate (as an observer) in any hearing or other court proceeding, meeting or negotiation relating to the Third Party Claim. (f) Notwithstanding anything herein to the contrary, the foregoing provisions of this Section 9.2 shall not apply with respect to Taxes or any Tax Proceeding.

Defense of Third Party Claims. Claims arising from the assertion of liability by third parties Should any claim be made or suit, ----------------------------- audit, examination or other proceeding be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is entitled to indemnification under this Article IX (each, without regard to Section 9.2(b)) (a “"Third Party Claim”) "), the obligations and liabilities of the parties ----------------- hereunder with respect to such Third Party Claim shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person The Indemnitee shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, give each Shareholder and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date Escrow Agent written notice of any assumption of the defense by the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which promptly after receipt by the Indemnified Party shall be indemnified pursuant Indemnitee of notice thereof, and the Shareholder Representative may, subject to this Article IX and (ii) the Indemnifying Person may not assume prior written consent of Certicom, undertake control of the defense thereof by counsel of any Action involving a Third Party Claim for criminal liability or its own choosing reasonably acceptable to the Indemnitee. The Indemnitee may participate in which non-monetary equitable relief is sought against the Indemnified Party. (b) defense through its own counsel at its own expense. If Certicom does not consent to the Indemnifying Person determines to accept Shareholders undertaking the defense of such Third Party Claim, it or the Shareholders fail or refuse to undertake the defense of such Third Party Claim within fifteen (15) days after written notice of such claim has been delivered to the Shareholders by the Indemnitee, the Indemnitee shall defend have the right to undertake the defense, compromise and, subject to Section 9.5, settlement of such Third Party Claim with counsel of its own choice choosing. In the circumstances described in the preceding sentence, the Indemnitee shall, promptly upon its assumption of the defense of such Third Party Claim, make an Indemnification Claim as specified in Section 9.3(b), which shall be deemed an Indemnification Claim that is reasonably satisfactory not a Third Party Claim for the purposes of the procedures set forth herein. Failure of the Indemnitee to furnish written notice to a Shareholder or the Escrow Agent of a Third Party Claim shall not release the Shareholders from their obligations hereunder, except to the Indemnified Person extent they are prejudiced by such failure. (b) The Indemnitee and at its own expensethe Shareholders shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, provided that, including making available records relating to such claim and furnishing employees of the Indemnified Person shall have the right to Indemnitee as may be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel reasonably necessary for the Indemnifying Person. If the Indemnifying Person fails to undertake preparation of the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice or for testimony as witness in any proceeding relating to the Indemnifying Person of the such claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling Unless the Shareholders have failed to fulfill their obligations under this Article IX, no settlement by the Indemnitee of a Third Party Claim shall be made without the prior written consent by or on behalf of the Shareholders which consent shall not be unreasonably withheld or delayed. If the Shareholders have assumed the defense of a Third Party Claim may settle as contemplated by this Section 9.4, no settlement of such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not be made by the Shareholders without the Indemnified Person’s prior written consent, settle consent by or compromise such proceeding, claim or demand, or consent to on behalf of the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consentIndemnitee, which consent will shall not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgment.

Defense of Third Party Claims. Claims arising from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt Subject to the limitations set forth in Section 10.3, Parent or its Subsidiaries shall control the investigation, defense or settlement of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third any Third-Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the reasonable and documented costs and expenses incurred or paid by the Indemnified Person that any such Losses that may be assessed against the Indemnified Person Party in connection with such Third Party Claim constitute Losses investigation, defense or settlement (including reasonable and documented out-of-pocket attorneys’ fees, other professionals’ and experts’ fees, costs of investigation and court or arbitration costs) shall only be included in the Damages for which the Indemnified Party shall be indemnified may seek indemnification, compensation or reimbursement pursuant to this Article IX and (ii) a Claim made by any Indemnified Party hereunder to the Indemnifying Person may not assume control of the defense of any Action involving a Third extent it is ultimately determined that such Third-Party Claim arose out of, resulted from or was in connection with a matter for criminal liability or in which non-monetary equitable relief indemnity is sought against the Indemnified Partyotherwise provided pursuant to Section 10.2. (b) If Notwithstanding the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided thatforegoing, the Indemnified Person Securityholder Representative shall have the right to be represented receive copies of all pleadings, notices and communications with respect to the Third-Party Claim to the extent that receipt of such documents by its own counsel at its own expensethe Securityholder Representative does not affect any attorney-client privilege relating to the Indemnified Party, its participation and the Indemnified Party shall provide the Securityholder Representative the opportunity to be subject consult with and participate in, but, except as set forth in Article XII, not to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the control, any defense of any such Third the Third-Party Claim within twenty (20) days after the Indemnified Person has given written notice or settlement negotiations with respect to the Indemnifying Person of the claimThird-Party Claim, then the Indemnified Person may defend such Third Party Claim with counsel selected by it, all at the sole cost expense of the Securityholder Representative (on behalf of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect theretoParties). (c) The party controlling Notwithstanding anything to the defense contrary contained herein, no settlement of a Third any such Third-Party Claim may settle with any third party claimant shall be determinative of the existence or amount of Damages relating to such Third Party Claim on any terms which it may deem reasonablematter, provided that, (i) an Indemnifying Person shall not without except with the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to of the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consentSecurityholder Representative, which consent will shall not be unreasonably withheld, conditioned or delayed and which shall be withheld deemed to have been given unless the Securityholder Representative shall have objected within thirty (30) days after written request for such consent by the Indemnified Party; provided, that, for the sake of clarity, it is understood and agreed that the Securityholder Representative (on behalf of the Indemnifying Parties) will have the right to contest or delayed, settle or compromise dispute any such proceeding, claim or demand, or settlement entered into without the consent to of the entry of any judgmentSecurityholder Representative on the basis that it was not reasonably entered into.

Defense of Third Party Claims. Claims arising from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt of In the event any Claim is asserted against any Indemnified Person by a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claimthird party, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether shall with reasonable promptness notify the Indemnifying Party of such Claim. If the Indemnified Person accepts does not so notify the Indemnifying Party within 15 days after becoming aware of such Claim, then the Indemnifying Party shall, if such delay materially prejudices the Indemnifying Party with respect to the defense of such claimClaim, be relieved of liability hereunder in respect of such Claim to the extent of the damage caused by such delay. In any such proceeding, following receipt of notice properly given, the Indemnifying Party shall be entitled, at its sole discretion, to assume the entire defense of such Claim (with counsel selected by it which is reasonably satisfactory to the Indemnified Person or Persons), and the Indemnifying Person Party shall bear the entire cost of defending such Claim. The Indemnifying Party shall not have no obligation the right to settle any such Claim without the written consent of the Indemnified Person for legal fees incurred by or Persons, unless the settlement of such Claim involves only the payment of monetary damages and no future affect whatsoever on any Indemnified Person after Person. In the date event of any the assumption of the defense by the Indemnifying PersonParty, the Indemnifying Party shall not be liable for any further legal or other expenses subsequently incurred by the Indemnified Persons in connection with such defense unless otherwise agreed to in writing by the Indemnifying Party or as herein provided; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person Persons shall have the right to be represented by participate in such defense, at their own cost, and the obligation to cooperate therewith. Share Purchase Agreement (Final) (b) Sellers shall assume responsibility for the existing Claims relating to the Centra Gas Project; provided, that Purchaser shall cause the Midwest Group and its own counsel employees to cooperate, to the extent reasonable, at its own Sellers’ expense, its participation to in Sellers’ defense of such Claims. Such matters shall not be subject to reasonable direction any of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20limitations set forth in Section 8.3(f) days after the Indemnified Person has given written notice but shall be subject to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate limitations set forth in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect theretoSection 8.3(e). (c) The party controlling Sellers shall also assume responsibility for the litigation matters set forth in Section 4.1(q) of the Disclosure Schedule; provided, that Purchaser shall cause the Midwest Group and its employees to cooperate, to the extent reasonable, at Sellers’ expense, in Sellers’ defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonableClaims. Such matters, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent other than those relating to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff Centra Gas Project, shall be subject to the Indemnified Person of a written release from all liability limitations set forth in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgmentSection 8.3(f).

Defense of Third Party Claims. Claims arising from Promptly (and in no event more than five Business Days) after Parent, the assertion Surviving Corporation or any Affiliate of liability Parent or the Surviving Corporation receives notice or otherwise obtains knowledge of any actual or possible claim, demand, suit, action, arbitration, investigation, inquiry or proceeding that has been or may be brought, commenced or asserted by a third parties party against Parent, the Surviving Corporation or any of Parent’s other Affiliates and that may give rise to an Indemnification Claim by Parent under this Article 8 (eachany such actual or possible claim, demand, suit, action, arbitration, investigation, inquiry or proceeding by a third party being referred to as a “Third Third-Party Claim”) ), Parent shall be subject deliver to Section 9.4(a) the Shareholders’ Representative a written notice stating in reasonable detail the nature and basis of such Third-Party Claim and the following terms and conditions: (a) Upon receipt dollar amount of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third such Third-Party Claim, to the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense extent known. The timely delivery of such claim, and the Indemnifying Person shall have no obligation written notice by Parent to the Indemnified Person for legal fees incurred by Shareholders’ Representative shall be a condition precedent to Parent’s right to receive indemnification payments from the Indemnified Person after the date of Escrow Fund with respect to such Third-Party Claim or with respect to any assumption of the defense by the Indemnifying Person; provided, however, that (i) an Indemnifying Person may facts or circumstances giving rise to such Third-Party Claim only assume control of such defense if it acknowledges in writing to the Indemnified Person that any extent the failure to timely deliver such Losses that may be assessed against notice materially prejudices the Indemnified Person in connection with Shareholders’ Representative’s ability to defend such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which nonThird-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person . The Shareholders’ Representative shall have the right to be represented by its own counsel right, at its own expenseoption, its participation within fifteen (15) Business Days of receipt of Parent’s written notice to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake assume the defense of any such Third Third-Party Claim within twenty (20) days after with its own counsel. If the Indemnified Person has given written notice Shareholders’ Representative elects to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, assume the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceedingThird-Party Claim, claim or demand, or consent to the entry of any judgment.then:

Defense of Third Party Claims. Claims arising from If the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to Section 9.4(a) and claim or demand set forth in the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered given by Indemnitee pursuant to Section 8.5 hereof is a claim or demand asserted by a third party, Indemnitor shall have 15 business days after the date on which such Notice of Claim is given by the Indemnitee to notify Indemnitee in accordance writing of Indemnitor's election to defend such third party claim or demand on behalf of Indemnitee. If Indemnitor elects to defend such third party claim or demand, Indemnitee shall make available to Indemnitor and its agents and representatives all witnesses, pertinent records, materials and information in the Indemnitee's possession or under the Indemnitee's control as is reasonably required by Indemnitor and shall otherwise cooperate with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts assist Indemnitor in the defense of such claimthird party claim in good faith. Indemnitee shall not pay, and the Indemnifying Person shall have no obligation settle or compromise such third party claim or demand. If Indemnitor elects to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expensethird party claim or demand, provided that, the Indemnified Person Indemnitee shall have the right to be represented by its own counsel participate in the defense of such third party claim or demand, at its Indemnitee's own expense. In the event, however, that the named parties to the action or proceeding include both Indemnitor and Indemnitee and Indemnitee reasonably determines that representation by counsel to Indemnitor of both Indemnitor and Indemnitee may present such counsel with a conflict of interest, then such Indemnitee may employ separate counsel to represent or defend it in any such action or proceeding and Indemnitor will pay the reasonable fees and disbursements of such counsel. If Indemnitor does not elect to defend such third party claim or demand or does not defend such third party claim or demand in good faith, Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at Indemnitor's expense, to defend such third party claim or demand; provided that (i) Indemnitor shall not have any obligation to participate in the defense of, or defend, any such third party claim or demand; and (ii) Indemnitee's defense of or its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake in the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The third party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without in any way diminish or lessen the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to obligations of Indemnitor under the entry agreements of any judgmentindemnification set forth in this Article VIII.

Defense of Third Party Claims. Claims arising from (i) In the assertion of liability event that the claim for indemnification pursuant to Section 7.1 is based upon a claim by a third parties party against an Indemnified Party (each, a “Third Party Person Claim”), Parent will as promptly as practicable provide a Claim Notice to the Securityholders’ Representative after Parent has actual knowledge of the Third Person Claim and will enclose a copy of all papers (if any) received with respect to the Third Person Claim; provided, that the failure to provide such notice to the Securityholders’ Representative shall not affect an Indemnifying Party’s obligations under this Article 7 except and only to the extent that such Indemnifying Party is materially prejudiced by such failure. (ii) The Securityholders’ Representative will have thirty (30) days from its receipt of the Claim Notice to notify Parent in writing whether it (A) admits or denies (including a reasonable explanation for such denial) that such Third Person Claim is an indemnifiable matter pursuant to the terms of this Article 7 and (B) exercises its right to participate in the defense or settlement of such Third Person Claim under this Article 7, subject to the consent rights of any insurer or any other limitations in the R&W Insurance Policy, at the Securityholders’ sole cost and expense (to be reimbursed to the Securityholders’ Representative out of the Indemnity Escrow Account). If the Securityholders’ Representative does not so notify Parent within such 30-day period, the Indemnifying Parties will have waived their right to defend such Third Person Claim. Parent is authorized, prior to and during such 30-day period (or, if earlier, prior to notification that the Securityholders’ Representative exercise rights pursuant to this Section 7.2(b)), to file any motion, answer or other pleading that it deems necessary or appropriate to protect the Indemnified Parties’ interests or those of the Indemnifying Parties and that is not prejudicial to the Indemnifying Parties; provided that Parent will provide the Securityholders’ Representative reasonable prior notice of such action and use commercially reasonable efforts to consult with the Securityholders’ Representative (but will not be bound by the views or comments of the Securityholders’ Representative). In case the Parent shall object in writing to any denial of Third Person Claim made by the Securityholders’ Representative pursuant to this Section 7.2(b)(ii), the Securityholders’ Representative and Parent shall attempt in good faith to agree upon the rights and obligations of the respective parties with respect to each of such claim. If the Securityholders’ Representative and Parent should so agree, a memorandum setting forth such agreement shall be subject to Section 9.4(a) prepared and signed, and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered claim shall be defended in accordance with Section 9.4(a) the terms hereof. In the event that Securityholders’ Representative and relating Parent are not able to a Third Party Claimreach an agreement, the Indemnifying Person shall then parties may resolve such dispute in the manner provided in Section 8.9. (iii) Parent will have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption full control of the defense and proceedings of such Third Person Claim, including any compromise or settlement thereof, the costs and expenses of which shall be reimbursed from the Indemnity Escrow Account (pro rata from each remaining Indemnity Escrow Group). If requested by P▇▇▇▇▇, the Securityholders’ Representative agrees to cooperate, and to cause the Indemnifying Person; Parties to cooperate, in contesting any Third Person Claim that Parent elects to contest (provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing the Securityholders’ Representative will not be required to bring any counterclaim or cross-complaint against any Person). Parent will not, without the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control written consent of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. Securityholders’ Representative (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right not to be represented by its own counsel at its own expenseunreasonably withheld, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claimconditioned, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect theretoor delayed). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, any Third Person Claim or consent to the entry of any judgment which with respect thereto that (i) does not include as result in a final resolution of the Indemnifying Parties’ liability with respect to the Third Person Claim (including, in the case of a settlement, an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceedingthe Indemnifying Parties), claim or demand and (ii) requires a non-monetary commitment by any Indemnifying Party, including compliance with an Indemnified Person injunction or other equitable relief, (iii) includes any admission of criminal guilt or culpability or (iv) is reasonably likely to result in Losses that would materially exceed the aggregate dollar value of the Indemnity Escrow Amount (as may be adjusted in accordance with this Article 7). Parent shall not without keep the Indemnifying Person’s Securityholders’ Representative reasonably apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish Securityholders’ Representative with all documents and information available to Parent that Securityholders’ Representative reasonably requests and shall consult with Securityholders’ Representative prior written consentto acting on major matters, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgmentincluding settlement discussions.

Defense of Third Party Claims. Claims arising from (a) In the event of the assertion or commencement by any Person of liability by third parties any claim or Legal Proceeding (eachwhether against the Surviving Corporation, against Parent or against any other Person) with respect to which any of the Shareholders are obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to this Section 8 (a “"Third Party Claim”) shall be subject to Section 9.4(a) "), Agent will have the right, at the sole cost and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption expense of the defense by Stockholders, to defend the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed Indemnitee against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own Agent's choice that is reasonably satisfactory to the Indemnified Person Indemnitee so long as (i) Agent notifies the Indemnitee in writing within ten (10) days after the Indemnitee has given notice of the Third Party Claim that Agent intends to undertake such defense, (ii) Agent provides the Indemnitee with evidence reasonably acceptable to the Indemnitee that Agent will have the financial resources to defend against the Third Party Claim and fulfill the Stockholders' indemnification obligations hereunder, (iii) Agent conducts the defense of the Third Party Claim actively and diligently; and (iv) the counsel chosen by Agent does not have any conflict of interest in representing the interests of the Indemnitee. (b) So long as Agent is conducting the defense of the Third Party Claim in accordance with Section 8.5(a) above, (i) the Indemnitee may retain separate co-counsel and participate in the defense of the Third Party Claim at its own expense, cost and expense (except as provided that, the Indemnified Person below) and shall have the right to be represented by its own counsel at its own expensereceive copies of all pleadings, its participation notices and communications with respect to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of extent no privilege is thereby waived, (ii) the claim, then Indemnitee may participate in settlement negotiations with respect to the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person Claim, and the Indemnifying Person may still participate in, but (iii) Agent will not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim unless (A) each affected Indemnitee consents thereto in writing (which does consent will not include as unreasonably be withheld) or (B) the settlement, compromise or consent includes an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability with respect to the claim in respect favor of such proceeding, claim each affected Indemnitee. (c) If Agent does not elect to assume control of or demand and (ii) an Indemnified Person shall not without otherwise participate in the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld defense or delayed, settle or compromise settlement of any such proceeding, claim or demandThird Party Claim, or if Agent does so elect but any of the conditions in Section 8.5(a) above is or becomes unsatisfied, then, (i) the Indemnitee may defend against and consent to the entry of any judgmentjudgment or enter into any settlement with respect to the Third Party Claim, PROVIDED, HOWEVER, that Agent (A) shall have the right to receive copies of all pleadings, notices and communications with respect to the Third Party Claim so long as the receipt of such documents by the Agent does not affect any attorney-client privilege relating to the Indemnitee, and (B) may participate in settlement negotiations with respect to the Third Party Claim and the Indemnitee shall not enter into any settlement without the prior written consent of Agent (which consent shall not be unreasonably withheld), and (ii) Agent will (on behalf of the Stockholders) reimburse the Indemnitee promptly and periodically for all costs and expenses incurred in defending against the Third Party Claim (including without limitation reasonable attorneys' and experts' fees and expenses and court and arbitration costs). No delay on the part of an Indemnitee in giving a Stockholder notice of a Third Party Claim shall relieve such Stockholder from any obligation hereunder unless (and then solely to the extent) that the Stockholder is prejudiced thereby.

Defense of Third Party Claims. Claims arising from Any party entitled to be indemnified hereunder (an "Indemnified Party") shall give prompt written notice to any person who is obligated to provide indemnification hereunder (an "Indemnifying Party") of the commencement or assertion of liability any action, proceeding, demand, or claim by a third parties party (eachcollectively, a “Third "third-party action") in respect of which such Indemnified Party Claim”) shall be subject seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Section 9.4(a) 8.4 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the following right to assume control of the defense of, settle, or otherwise dispose of such third-party action on such terms and conditionsas it deems appropriate; provided, however, that: (a) Upon receipt of a Notice of Claim delivered The Indemnified Party shall be entitled, at its own expense, to participate in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; third-party action (provided, however, that the Indemnifying Party shall pay the attorneys' fees of one counsel (provided that if any such third-party action is brought in a jurisdiction other than Texas, the Indemnifying Party shall also pay the attorney's fees of one local counsel) to the Indemnified Party if (i) an Indemnifying Person may only assume control the employment of such defense if it acknowledges separate counsel shall have been authorized in writing to the Indemnified Person that by any such Losses that may be assessed against the Indemnified Person Indemnifying Party in connection with the defense of such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and third-party action, (ii) the Indemnifying Person may Parties shall not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with have employed counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expenseParty to have charge of such third-party action, provided that, (iii) counsel to the Indemnified Person Party shall have the right reasonably concluded that there may be defenses available to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice Party that are different from or additional to those available to the Indemnifying Person of the claimParty, then (iv) counsel to the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate inParty shall have advised their respective clients in writing, but with a copy delivered to the other party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel), or (v) the third-party action is a proceeding brought by a security holder of the Company (in such security holder's name or derivatively on behalf of the Company) in respect of the transactions contemplated by this Agreement; (b) The Indemnifying Party shall obtain the prior written approval of the Indemnified Party, which approval shall not controlbe unreasonably withheld, before entering into or making any settlement, compromise, admission or acknowledgment of the defense validity of such Third third-party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party Claim at or if, in the Indemnifying Person’s sole cost and expenseopinion of the Indemnified Party, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto).settlement, compromise, admission, or acknowledgment would have a material adverse effect on its business; (c) The party controlling the defense of a Third No Indemnifying Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which or enter into any settlement that does not include as an unconditional term thereof the delivery giving by the each claimant or plaintiff to the each Indemnified Person Party of a written release from all liability in respect of such proceedingthird-party action; and (d) The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), claim and the Indemnified Party shall be entitled to have sole control over, the defense or demand and settlement, compromise, admission, or acknowledgment of any third-party action (i) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time; or (ii) to the extent the third-party action seeks an order, injunction, or other equitable relief against the Indemnified Person Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall not make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the Indemnifying Person’s prior written consentconsent of such Indemnifying Party, which consent will shall not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to withheld. The parties hereto shall extend reasonable cooperation in connection with the entry defense of any judgmentthird-party action pursuant to this Article VIII and, in connection therewith, shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested.

Defense of Third Party Claims. Claims arising from In the assertion event an Indemnified Party becomes aware of liability the commencement by third parties a third-party of any action, suit or proceeding which such Indemnified Party reasonably believes may result in a Loss for which the Company Securityholders would become obligated to indemnify such Indemnified Party (each, a “Third Third-Party Claim”), such Indemnified Party shall promptly deliver written notice to the Securityholder Representative of such Third-Party Claim. Any delay or failure in so notifying the Securityholder Representative of such Third-Party Claim shall not limit or relieve the Company Securityholders of their obligations under this Article VII (except to the extent, if at all, that the defense of such Third-Party Claim is materially prejudiced by reason of such delay or failure). Within thirty (30) shall be subject days after the Indemnified Party delivers written notice to Section 9.4(a) and the following terms and conditions: (a) Upon receipt Securityholder Representative of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third such Third-Party Claim, the Indemnifying Person shall then have twenty (20) days Securityholder Representative may, upon written notice thereof to advise the Indemnified Person whether the Indemnifying Person accepts Party, assume control of the defense of such claimaction, suit or proceeding if (1) the Securityholder Representative provides written notice to such Indemnified Party that the Securityholder Representative intends to undertake such defense and that the Indemnifying Person shall Company Securityholders will indemnify the Indemnified Parties against all Losses resulting from or relating to such Third-Party Claim; (2) the Securityholder Representative provides Parent and such Indemnified Party with evidence reasonably acceptable to Parent and such Indemnified Party that the Company Securityholders will have no obligation the financial resources to defend against the third-party claimant and fulfill their indemnification obligations hereunder; (3) the Third-Party Claim involves only monetary damages that will be fully covered by the Indemnity Escrow Amount of the Escrow Fund (taking into account all other pending claims against the Indemnity Escrow Amount of the Escrow Fund) and does not seek an injunction or other equitable relief; (4) settlement of or an adverse judgment with respect to the action, suit or proceeding is not, in the good faith judgment of Parent, likely to establish a precedent adverse to the continuing business of Parent; (5) the Third-Party Claim does not involve any Intellectual Property or Intellectual Property Rights of Parent or any of its Subsidiaries; and (6) the defense of the action, suit or proceeding is conducted actively and diligently by legal counsel reasonably acceptable to Parent and such Indemnified Person for legal fees incurred by Party. If the Securityholder Representative does not assume control of such defense, the Indemnified Person after the date of any assumption of the Party may control such defense. The party not controlling such defense by the Indemnifying Personmay participate therein at its own expense; provided, however, that (i) an Indemnifying Person may only assume if the Securityholder Representative assumes control of such defense if it acknowledges in writing and the Indemnified Party reasonably concludes, based on advice of counsel, that the Securityholder Representative and the Indemnified Party have an actual conflict of interest with respect to such action, suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Person that any such Losses Party solely in connection therewith shall be considered “Losses” that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which recovered by the Indemnified Party shall be indemnified pursuant to under this Article IX VII; provided, further, that in no event shall the Securityholder Representative or the Company Securityholders be responsible for the fees and (ii) expenses of more than one counsel per jurisdiction for all Indemnified Parties. The party controlling such defense shall keep the Indemnifying Person may not assume control other party reasonably advised of the defense status of any Action involving a Third Party Claim for criminal liability such action, suit or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept proceeding and the defense of such Third Party Claim, it thereof and shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to consider recommendations made by the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions other party with respect thereto). (c) . The party controlling the defense Securityholder Representative shall not agree to any settlement of such action, suit or proceeding that does not include a Third Party Claim may settle such Third Party Claim complete release of all potential Indemnified Parties from all Liability with respect thereto or that imposes any Liability on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person potential Indemnified Party without the prior written consent of such Indemnified Party. The Indemnified Party shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff enter into any settlement with respect to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not any Third-Party Claim without the Indemnifying Person’s prior written consentconsent of the Securityholder Representative, which such consent will not to be unreasonably be withheld withheld, conditioned or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgment.

Defense of Third Party Claims. Claims arising from the assertion of liability by third parties Should any claim be made, or suit or proceeding (eachincluding, without limitation, a “binding arbitration or an audit by any taxing authority) be instituted against the Indemnitee which, if prosecuted successfully, would be a matter for which the Indemnitee is entitled to indemnification under this Agreement (a "Third Party Claim”) "), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon The Indemnitor shall have thirty (30) days (or such lesser time as may be necessary to comply with statutory response requirements for litigation claims, provided the notice from the Indemnitee specifies the last day for response within such lesser time, and the statutory provision requiring such shortened response period) from receipt of a the Indemnification Claim (the "Notice of Claim delivered in accordance Period") to notify the Indemnitee, (i) whether or not the Indemnitor disputes its liability to the Indemnitee with Section 9.4(a) and relating respect to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and (ii) notwithstanding any such dispute, whether or not the Indemnifying Person shall have no obligation Indemnitor desires, at its sole cost and expense, to defend the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; provided, however, that Indemnitee against such claim. (i) an Indemnifying Person may only assume control of In the event that the Indemnitor notifies the Indemnitee within the Notice Period that it desires to defend the Indemnitee against such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claimclaim then, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided thatexcept as hereinafter provided, the Indemnified Person Indemnitor shall have the right to defend the Indemnitee by appropriate proceedings, which proceedings shall be represented promptly settled or prosecuted by its own counsel at its own expense, its participation the Indemnitor to be a final conclusion in such a manner as to minimize the risk of the Indemnitee becoming subject to reasonable direction of counsel liability for the Indemnifying Personany other significant matter. If the Indemnifying Person fails Indemnitee desires to undertake participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. If any such claim or the defense litigation or resolution of any such Third Party Claim within twenty claim involves (20i) days after the Indemnified Person has given written notice to the Indemnifying Person administration of the claimtax returns and responsibilities of the Indemnitee under the tax laws or (ii) a dispute with a then-current significant (being one of the 25 largest, as measured by revenue volume of business with the Business during the preceding twelve months) customer or supplier of the Business, then the Indemnified Person may defend Indemnitee shall have the right to control the defense or settlement of any such Third Party Claim at the sole cost claim or demand and its reasonable costs and expenses shall be included as part of the Indemnifying Person and indemnification obligation of the Indemnifying Person may still Indemnitor. If the Indemnitee should elect to exercise such right, the Indemnitor shall have the right to participate in, but not control, the defense or settlement of such Third Party Claim claim at the Indemnifying Person’s its sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (cii) Except where the Indemnitor (A) timely elects to defend the Indemnitee against such claim or demand (in which case Section 14.4(a)(i) shall govern), or (B) Indemnitor disputes its liability in a timely manner under this Section 14.4, the Indemnitor shall be conclusively liable for the amount of any Loss resulting from such claim or defense which is unsuccessful. (b) The party controlling Indemnitee and the Indemnitor shall cooperate with each other in all reasonable respects in connection with the defense of a any Third Party Claim Claim, including making available records relating to such claim and furnishing, without expense to the Indemnitor, management employees of the Indemnitee as may settle be reasonably necessary for the preparation of the defense of any such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent for testimony as witness in any proceeding relating to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgmentclaim.

Defense of Third Party Claims. Claims arising from (a) Should any Third Party Claim be made the assertion obligations and liabilities of liability by third the parties with respect to such Third Party Claim will be subject to this Section 16.5. (eachb) Within a reasonable time (i.e., such time as will not prejudice the contest, defense, litigation, or settlement of a “Third Party Claim”) shall be subject to Section 9.4(a) and following the following terms and conditions: (a) Upon receipt of a Notice notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise party receiving the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption notice of the defense by the Indemnifying Person; provided, however, that Third Party Claim will (i) an Indemnifying Person may only assume control notify the other party of such defense if it acknowledges its existence setting forth in writing to and with reasonable specificity the Indemnified Person that any facts and circumstances of which such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX party has received notice, and (ii) if the Indemnifying Person may not assume control party giving such notice is an Indemnitee, specify in writing the basis hereunder upon which the Indemnitee's claim for indemnification is asserted and tendering defense of the Third Party Claim to Indemnitor. (c) If the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against so tendered and within ten (10) day thereafter such tender is accepted without qualification by the Indemnified Party. (b) If Indemnitor as evidenced by written notice to Indemnitee, then, except as provided below, the Indemnifying Person determines Indemnitee will not, and the Indemnitor will, have the right to accept the defense of contest, defend, litigate and settle such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall . The Indemnitee will have the right to be represented by counsel of its own choice and at Indemnitee's expense to participate in any contest, defense, litigation or settlement conducted by the Indemnitor; provided that the Indemnitee will be entitled to reimbursement therefor if the Indemnitor loses is right to contest, defend, litigation and settle the Third Party Claim as provided below. Notwithstanding the preceding provisions of this Section 16.5, if the Third Party Claim is asserted against both of Indemnitor and Indemnitee and representation of both of them by the same counsel at its own expensewould be inappropriate due to actual or potentially differing interests between them, its participation Indemnitee shall be entitled to be subject retain the right to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any contest, defend or litigate such Third Party Claim within twenty as it relates to Indemnitee and will have the exclusive right, in its discretion exercised in good faith, and with the advice of counsel, to settle any such matter as it related to Indemnitee, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable, provided that at least ten (2010) days after the Indemnified Person has given prior to any such settlement, written notice of its intention to settle will be given to the Indemnifying Person Indemnitee. If, pursuant to the preceding sentence, the Indemnitee so contests, defends, litigates or settles a Third Party Claim, the Indemnitee will be reimbursed by the Indemnitor for the reasonable attorneys' fees and other expenses of defending, contesting, litigating and/or settling the claim, then the Indemnified Person may defend such Third Party Claim at which are incurred from time to time, promptly following the sole cost presentation to the Indemnitor of itemized bills for such attorneys' fees and other expenses. (d) The Indemnitor will lose its right to contest, defend, litigate and settle the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at if it fails to diligently contest the Indemnifying Person’s sole cost and expense, such participation to include Third Party Claim (except in connection with a settlement thereof in accordance with the terms hereof). So long as the Indemnitor has not lost its right to participate in but not control all significant decisions regarding such defend, contest, litigate and settle as herein provided, the Indemnitor will have the exclusive right to contest, defend and litigate the Third Party Claims Claim and will have the exclusive right, in its discretion exercised in good faith, and with the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable, provided that at least ten (including 10) days prior to any such settlement, written notice of its intention to settle will be given to the right to participate in but not control settlement discussions with respect thereto)Indemnitee. (ce) The party controlling All expenses (including without limitation attorneys' fees and expenses) incurred by the Indemnitor in connection with the foregoing will be paid by the Indemnitor. (f) No failure by an Indemnitor to acknowledge in writing its indemnification obligations under this Section 16 will relieve it of such obligations to the extent they exist. If an Indemnitee is entitled to indemnification against a Third Party Claim, and the Indemnitor fails to accept or assume the defense of a Third Party Claim may pursuant to Section 16.5(c), or if, in accordance with the foregoing, the Indemnitor loses its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnitee will have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith, and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may, in its discretion exercised in good faith, and with the advice of counsel, settle such Third Party Claim on any Claim, either before or after the initiation of litigation, at such time and upon such terms which as it may deem deems fair and reasonable, provided thatthat at least ten (10) days prior to any such settlement, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, notice of its intention to settle or compromise such proceeding, claim or demand, or consent is given to the entry of any judgment Indemnitor. If, pursuant to this Section 16.5(f), the Indemnitor so contests, defends, litigates or settles a Third Party Claim for which does not include as an unconditional term thereof it is entitled to indemnification hereunder, the delivery Indemnitee will be reimbursed by the claimant or plaintiff Indemnitor for the reasonable attorneys' fees and other expenses of defending, contesting, litigating and/or settling the Third Party Claim which are incurred from time to time, promptly following the presentation to the Indemnified Person Indemnitor of a written release from all liability in respect of itemized bills for such proceeding, claim or demand attorneys' fees and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgmentother expenses.

Defense of Third Party Claims. Claims arising from An Indemnified Party shall give prompt written notice to any entity or Person who is obligated to provide indemnification under Section 11.01 or 11.02 (an "INDEMNIFYING PARTY") of the commencement or assertion of liability any action, proceeding, demand or claim by a third parties party (eachcollectively, a “Third "THIRD PARTY ACTION") in respect of which such Indemnified Party Claim”) shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Personseek indemnification hereunder ; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Acquiror Indemnified Party shall be indemnified pursuant deemed to have given such notice to each of the Target's shareholders if such Acquiror Indemnified Party gives such notice to the Seller Representative as set forth in Section 13.02. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Article IX unless, and (ii) only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying Person may not Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of any Action involving a such Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party.Action on such terms as it deems appropriate; provided, however, that: (ba) If the Indemnifying Person determines The Indemnified Party shall be entitled, at its own expense, to accept participate in the defense of such Third Party ClaimAction (provided, it however, that the Indemnifying Parties shall defend such Third Party Claim with counsel pay the attorneys' fees of its own choice that is reasonably satisfactory to one law firm retained by the Indemnified Person and at its own expense, provided that, Party (plus appropriate local counsel) if (i) the Indemnified Person employment of separate counsel shall have the right to be represented been authorized in writing by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Indemnifying Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, in connection with the defense of such Third Party Claim at Action, (ii) the Indemnifying Person’s sole cost and expense, such participation Party shall not have employed counsel reasonably satisfactory to include the right Indemnified Party to participate in but not control all significant decisions regarding have charge of such Third Party Claims Action or (including iii) the right Indemnified Party's counsel shall have advised the Indemnified Party in writing, with a copy delivered to participate the Indemnifying Party, that there is, under applicable standards of professional conduct, a material conflict of interest between the Indemnifying Party and the Indemnified Party); (b) The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in but not control settlement discussions with respect thereto).thereof if such settlement, compromise, admission, or acknowledgment (i) would impose injunctive or other equitable relief against the Indemnified Party, or (ii) could, in the reasonable opinion of the Indemnified Party, have a Material Adverse Effect on such Indemnified Party; (c) The party controlling the defense of a Third No Indemnifying Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which or enter into any settlement that does not include as an unconditional term thereof the delivery giving by the each claimant or plaintiff to the each Indemnified Person Party of a written release from all liability in respect of such proceedingThird Party Action; and (d) At the Indemnified Party's option, claim the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or demand and settlement, compromise, admission, or acknowledgment of any Third Party Action (i) as to which the Indemnifying Party falls to assume the defense within a reasonable length of time, (ii) to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Person Party which, if successful, would reasonably be expected to result in a Material Adverse Effect on the Indemnified Party, or (iii) if the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such Third Party Action; PROVIDED, HOWEVER, that the Indemnified Party shall not, without the Indemnifying Person’s prior written consentconsent of the Indemnifying Party, which consent will not be unreasonably be withheld enter into or delayedmake any settlement, settle or compromise any such proceedingcompromise, claim or demandadmission, or consent acknowledgment of the validity of such Third Party Action or any liability in respect thereof if such settlement, compromise, admission or acknowledgment (A) would impose injunctive or other equitable relief against the Indemnifying Party, (B) would give rise to liability on the entry part of any judgmentIndemnifying Party, or (C) could, in the reasonable opinion of the Indemnifying Party, have a Material adverse effect on its business. The parties hereto shall extend reasonable cooperation in connection with the defense of any Third Party Action pursuant to this Article 11 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

Defense of Third Party Claims. Claims arising from The Indemnitor shall have the assertion of liability by third parties (eachright, a “Third Party Claim”) shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon upon receipt of a Notice of the Indemnification Claim delivered in accordance with Section 9.4(a) and relating to involving a Third Party ClaimClaim and at its expense using counsel reasonably satisfactory to the Indemnitee, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of defend such claimThird Party Claim actively and diligently, and in such manner as to minimize the Indemnifying Person shall have no obligation risk of the Indemnitee becoming subject to Liability for any other significant matter, in its own name or, if necessary, in the Indemnified Person for legal fees incurred by name of the Indemnified Person after Indemnitee; provided however, that the date of any assumption of the defense by the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only assume control Indemnitor of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If shall constitute a final and binding acknowledgment by the Indemnifying Person determines Party that it is obligated under this Article 7 to accept indemnify the Indemnitee in respect of such Third Party Claim. If an Indemnitor assumes the defense of such Third Party Claim, it shall defend such Third Party Claim the Indemnitee will cooperate with counsel of its own choice that is reasonably satisfactory and make available to the Indemnified Person Indemnitor such assistance and materials as may be reasonably requested of it, and the Indemnitee shall have the right, at its own expense, provided that, to participate in the Indemnified Person defense. The Indemnitor shall have the right to settle and compromise such claim only with the consent of the Indemnitee (which consent shall not be represented unreasonably withheld or delayed) unless the sole relief provided is monetary damages that are paid in full by its own counsel at its own expensethe Indemnitor and such settlement includes an unconditional term releasing the Indemnitee from all Liability. In the event the Indemnitor shall notify the Indemnitee that it does not wish to defend the Third Party Claim, its participation to be subject to reasonable direction of counsel for or if the Indemnifying Person. If the Indemnifying Person Indemnitor fails to undertake the defense or to notify the Indemnitee within ten (10) days of any the Indemnification Claim that it is undertaking the defense, then the Indemnitee shall have the right to conduct a defense against such Third Party Claim. In addition, and Section 7.5(a) notwithstanding, if a Third Party Claim within twenty (20) days after involves, in the Indemnified Person has given written notice to Indemnitee's reasonable opinion, a matter that could have a material adverse effect on the Indemnifying Person business, operations, prospects or Assets of the claimIndemnitee, then the Indemnified Person may defend such Indemnitee shall have the right to the defense of the Third Party Claim at Claim. All costs, expenses and fees, including all reasonable attorneys' fees which may be incurred by the sole cost Indemnitee in connection with conducting the defense, compromise or settlement of Third Party Claims referenced in this Section 7.5(b) shall be included as part of the Indemnifying Person indemnification obligations of the Indemnitor hereunder to the extent that the Indemnitee is entitled to indemnification. The Indemnitee shall have the right to settle and compromise the Indemnifying Person may still participate inThird Party Claims referenced in this Section 7.5(b) if it acts reasonably and in good faith upon ten (10) days notice to, but not controlwithout the consent of, the Indemnitor. With respect to Seller' indemnification of Buyer Group for the Litigation listed on Schedule 2.12, the parties acknowledge and agree that Buyer and EU Inc., together with any relevant insurance companies, shall control the defense of such Third Party Claim at the Indemnifying Person’s sole cost Claims, and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person that Buyer shall not agree to any settlement of any such Litigation without the Indemnified Person’s prior written consentconsent of Seller, settle or compromise such proceeding, claim or demand, or consent not to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayeddenied, settle or compromise if such settlement creates any such proceeding, claim or demand, or consent to Liabilities for the entry of any judgmentSeller.

Defense of Third Party Claims. Claims arising from An Indemnified Party shall give prompt written notice to each party hereto who or which is obligated to provide indemnification hereunder (for purposes of this Article 8, an "Indemnifying Party") with a copy of such written notice of the commencement or assertion of liability any action, proceeding, demand or claim by a third parties party (eachcollectively, a “Third "third-party action") in respect of which such Indemnified Party Claim”) shall be subject seek indemnification hereunder. Any failure so to Section 9.4(a) notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liability that they may have to the Indemnified Party under this Article 8 unless the failure to give such notice materially and adversely prejudices the following Indemnifying Parties. The Indemnifying Parties shall have the right to assume control of the defense of, settle or otherwise dispose of such third-party action on such terms and conditionsas they deem appropriate; provided, however, that: (a) Upon receipt of a Notice of Claim delivered The Indemnified Party shall be entitled, at its, his or her own expense, to participate in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claimthird-party action; provided however, that the Indemnifying Parties shall, if the Indemnified Party is otherwise entitled to indemnification hereunder, pay the attorneys' fees, court costs, and the Indemnifying Person shall have no obligation expenses incurred in investigating and preparing for any litigation or proceeding from time to the Indemnified Person for legal fees time as such costs and expenses are incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; provided, however, that Party if (i) an Indemnifying Person may only assume control the employment of such defense if it acknowledges separate counsel shall have been authorized in writing to the Indemnified Person that by any such Losses that may be assessed against the Indemnified Person Indemnifying Party in connection with the defense of such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and third-party action, (ii) the Indemnifying Person may Parties shall not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with have employed counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expenseParty to have charge of such third-party action, provided that, (iii) the Indemnified Person Party shall have the right reasonably concluded that there may be defenses available to be represented by its own counsel at its own expenseit, its participation him or her which are different from or additional to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice those available to the Indemnifying Person Parties, or (iv) the Indemnified Party's counsel shall have advised the Indemnified Party in writing with a copy to the Indemnifying Parties, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel; provided, further, that in no event shall the Indemnifying Parties be required to pay the attorneys' fees of the claimIndemnified Parties for more than one firm of attorneys (and one firm of local counsel, then if required) in any one third-party action or group of related third-party actions; (b) The Indemnifying Parties shall obtain the prior written approval of the Indemnified Person may defend such Third Party Claim at the sole cost before entering into or making any settlement, compromise, admission or acknowledgment of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense validity of such Third third-party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party Claim at or if, in the Indemnifying Person’s sole cost and expenseopinion of the Indemnified Party, such participation to include settlement, compromise, admission or acknowledgment could have a material adverse effect on its business or, in the right to participate in but not control all significant decisions regarding such Third case of an Indemnified Party Claims (including the right to participate in but not control settlement discussions with respect thereto).who is a natural person, on his or her assets or interests; (c) The party controlling the defense of a Third No Indemnifying Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which or enter into any settlement that does not include as an unconditional term thereof the delivery giving by the each claimant or plaintiff to the each Indemnified Person Party of a written release from all liability in respect of such proceedingthe specific matter which is being settled or upon which judgment is to be entered; and (d) No Indemnifying Party shall be entitled to control (but shall be entitled to participate at his, her or its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission or acknowledgment of any third-party claim or demand and action (i) as to which such Indemnifying Party declines or fails to assume the defense within a reasonable length of time, or (ii) to the extent the third-party action seeks an order, injunction or other equitable relief against the Indemnified Person Party which, if successful, would materially adversely affect the business, operations, assets or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall not make no settlement, compromise, admission or acknowledgment which would give rise to liability on the part of any Indemnifying Party without the Indemnifying Person’s prior written consentconsent of such Indemnifying Party. Indemnifiable Costs associated with claims or actions described in the preceding sentence regarding court costs, which consent reasonable attorney fees and expenses will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent paid by the Indemnifying Party to the entry Indemnified Party from time to time as such costs and expenses are incurred by the Indemnified Party. The parties hereto shall extend reasonable cooperation in connection with the defense of any judgmentthird-party action pursuant to this Article 8 and, in connection therewith, shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested.

Defense of Third Party Claims. Claims arising from the assertion (a) Promptly after Parent or a Parent Indemnified Party obtains Knowledge of liability any actual or possible claim, demand, suit, action, arbitration, investigation, inquiry or proceeding that has been or may be brought or asserted by a third parties party against any Parent Indemnified Party and that may be subject to indemnification hereunder (each, a “Third Third-Party Claim”) ), Parent or Parent Indemnified Party shall be subject deliver to Section 9.4(a) the Stockholders’ Representative a written notice stating in reasonable detail the nature and basis of such Third-Party Claim and the following terms and conditions: (a) Upon receipt dollar amount of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third such Third-Party Claim, to the Indemnifying Person extent known; provided, that the failure to promptly notify the Stockholders’ Representative shall then have twenty (20) days not prejudice the right of the Parent Indemnified Party to advise make or recover for such claim except to the Indemnified Person whether the Indemnifying Person accepts extent such delay has caused material prejudice to the defense of such claim. Subject to the provisions of Sections 7.4(b), and the Indemnifying Person Stockholders’ Representative shall have no obligation the right, at its election, to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of defend any assumption of the defense by the Indemnifying Person; providedThird-Party Claim, however, that in which case: (i) an Indemnifying Person may only assume control of Stockholders’ Representative shall diligently and in good faith defend such defense if it acknowledges Third-Party Claim; (ii) so long as Stockholders’ Representative diligently and in writing good faith defends such Third-Party Claim, Parent shall not be entitled to the Indemnified Person that be indemnified for any such Losses that may be assessed against the Indemnified Person costs or expenses incurred by Parent in connection with the defense of such Third Third-Party Claim; (iii) Parent shall be entitled to monitor (but not control) such defense at its own expense and may retain separate co-counsel at its own expense and participate in the defense; (iv) Parent shall make available to the Stockholders’ Representative all books, records and other documents and materials that are under the direct or indirect control of Parent or any of Parent’s Subsidiaries or other Affiliates and that are necessary or reasonably desirable for the defense of such Third-Party Claim; (v) Parent and the Surviving Corporation shall execute such documents and take such other actions as the Stockholders’ Representative may reasonably request for the purpose of facilitating the defense of such Third-Party Claim; (vi) Parent shall otherwise fully cooperate as reasonably requested by the Stockholders’ Representative in the defense of such Third-Party Claim; and (vii) Parent and Stockholders’ Representative shall not admit any liability with respect to such Third-Party Claim constitute Losses for which without the Indemnified Party express written consent of the other. (b) Notwithstanding Section 7.4(a), the Stockholders’ Representative shall be indemnified pursuant not have the right to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Third-Party Claim for criminal liability or if: (i) the Stockholders’ Representative does not assume the defense thereof promptly, but in which non-monetary equitable relief is sought against any event, within thirty days of receipt of the Parent Indemnified Party. ’s notice of a Third-Party Claim; (bii) If the Indemnifying Person determines to accept Stockholders’ Representative does not conduct the defense of such Third Party Claim, it shall defend such Third the Third-Party Claim with counsel of its own choice that is reasonably satisfactory reasonable diligence, comparable to the Indemnified Person level of diligence that the Parent would use in defending against such claim, and at its own expensein good faith; or (iii) the Third-Party Claim (A) seeks non-monetary, provided thatequitable or injunctive relief, the Indemnified Person shall have the right to be represented by its own counsel at its own expense(B) alleges violations of criminal law, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of (C) includes as named parties in any such Third Third-Party Claim within twenty (20) days after any employee, agent, officer or director of Parent or the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgment.Surviving Corporation;

Defense of Third Party Claims. Claims arising from the assertion of liability by third parties (a) Promptly after a Buyer Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party”) receives notice or otherwise obtains knowledge of any Action that has been brought, commenced or asserted by a third party for which one or more parties (the “Indemnitor”) is or may be liable under this Article VIII (any such Action being referred to as a “Third Third-Party Claim”), the Indemnified Party shall deliver to the Indemnitor a written notice stating in reasonable detail the nature and basis of such Third-Party Claim and the dollar amount of such Third-Party Claim, to the extent known. The failure to give such notice or provide such copies will not relieve the Indemnitor of any Liability under this Agreement or otherwise, except to the extent, and only to the extent, such Indemnitor is materially prejudiced in the defense of such Third-Party Claim as a result of such failure and can reasonably estimate and provide the basis for the dollar amount by which it was so materially prejudiced. (b) The Indemnitor will be entitled to participate in the defense of any Third-Party Claim and, if it so elects within 10 days of its receipt of notice of an Third-Party Claim, to assume control of the defense of the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, Parent and the Stockholders will not be entitled to assume control of such defense of any Third-Party Claim (unless otherwise agreed to in writing by the Indemnified Party) and will pay the reasonable fees and expenses of counsel retained by Buyer Indemnified Party in relation to such Third-Party Claim (along with all other indemnifiable Damages) if (i) the Third-Party Claim relates to or arises in connection with any criminal Action; (ii) the Buyer Indemnified Party reasonably believes an adverse determination with respect to the Third-Party Claim would be detrimental to or injure the Buyer Indemnified Party’s reputation or future business prospects, in material respects; (iii) the Third-Party Claim seeks an injunction, non-monetary relief or business restriction imposition against the Buyer Indemnified Party; (iv) the Indemnitor failed or is failing to diligently prosecute or defend such Third-Party Claim; or (v) the Buyer Indemnified Party believes in good faith (and is not provided with satisfactory evidence to the contrary) that the Indemnitor lacks the financial resources to satisfy any Damages relating to the Third-Party Claim or the actual or potential aggregate Liabilities of the Buyer Indemnified Parties relating to such Third-Party Claim are greater than one-hundred fifty percent (150%) of the actual or potential aggregate Liabilities of the Indemnitor relating to such Third-Party Claim, in each case, after taking into account the limitations set forth in this Article VIII. Without limiting the foregoing, if the Indemnitor has assumed control of the defense of any Third-Party Claim pursuant to this Section 8.5(b) and, in the reasonable opinion of counsel to the Indemnified Party, a conflict exists between the interests of the Indemnified Party and the interests of the Indemnitor, then the Indemnified Party shall be subject entitled to Section 9.4(aparticipate in (but not control) any such defense with separate counsel at the sole cost and expense of the Indemnified Party, and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered Indemnitor shall cooperate with the Indemnified Party, at the Indemnified Party’s expense, in accordance with Section 9.4(a) and relating to a contesting such Third Party Claim, if and to the Indemnifying Person shall then have twenty (20) days to advise extent reasonably requested in writing by the Indemnified Person whether Party. (c) After duly and timely delivered written notice from the Indemnifying Person accepts Indemnitor to the Indemnified Party of an election to assume control of the defense of such claiman Third-Party Claim of which it is entitled to assume the control of the defense pursuant to this Section 8.5, and the Indemnifying Person shall have no obligation Indemnitor will not be liable to the Indemnified Person Party for any legal fees or other expenses subsequently incurred by the Indemnified Person after Party in connection with the date defense of the Third-Party Claim, except that (i) the Indemnified Party will have the right to participate in the defense of the Third-Party Claim and (ii) the fees and expenses of counsel retained by the Indemnified Party in relation to an Third-Party Claim will constitute an indemnifiable Damages if such fees and expenses are (A) incurred at the Indemnitor’s request or to employ counsel specifically authorized by the Indemnitor, or (B) incurred in connection with any Third-Party Claim in connection with which the Indemnitor does not control the defense. In any event, the Indemnified Party will also have the right to participate in the defense of any assumption other Third-Party Claim at its own expense. (d) The Indemnitor may concede, settle or compromise any Third-Party Claim of which it is entitled to assume the control of the defense by and has actually assumed such defense, but no such settlement or compromise may be effected without the Indemnifying PersonIndemnified Party’s consent (which consent will not be unreasonably withheld, conditioned or delayed and will be deemed given if not given or refused within 10 business days from such consent being requested in writing); provided, however, that the Indemnified Party’s consent will not be required if (i) an Indemnifying Person may such settlement (A) is for monetary payment only assume control (all of such defense if it acknowledges in writing to which is the Indemnified Person that any such Losses that may be assessed against sole responsibility of the Indemnified Person in connection with such Third Party Claim constitute Losses for which Indemnitor), (B) expressly and unconditionally releases the Indemnified Party shall be indemnified pursuant from all Liabilities relating to this Article IX such Third-Party Claim, and (C) does not provide for any injunctive relief or other restrictions on any Indemnified Party’s business with which any Indemnified Party is required to comply; and (ii) the Indemnifying Person may not assume control of the defense there is no finding or admission of any Action involving a Third Party Claim for criminal liability violation of Law or in which non-monetary equitable relief is sought against the rights of any Person or any other wrongdoing by the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (ce) The party controlling the defense of a Third Indemnified Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall will not without the Indemnified Person’s prior written consentconcede, settle or compromise such proceeding, claim or demand, or consent any Third-Party Claim of which the Indemnitor is entitled to assume the entry control of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not defense without the Indemnifying Person’s prior written consent, consent of the Indemnitor (which consent will not be unreasonably withheld, conditioned or delayed and will be withheld deemed given if not given or delayedrefused within ten (10) business days from such consent being requested in writing). (f) Notwithstanding anything to the contrary in this Article VIII, settle all elections, determinations and other rights expressed to be held, made or compromise exercised by any Buyer Indemnified Party under this Article VIII will be held, made or exercised by Buyer on behalf of such Buyer Indemnified Party (other than BR-NV, which such determination shall subject to the terms and conditions of the A&R Operating Agreement) (and Buyer may, but will not be required to, consult with one or more applicable Buyer Indemnified Parties prior to exercising any right or making any such proceedingelection or determination under this Article VIII). (g) If the Indemnitor is entitled to assume the defense of any Third-Party Claim and has actually assumed such defense, claim the Indemnified Party shall (i) make available to the Indemnitor all directly relevant books, records and other documents and materials that are under the direct or demandindirect control of such Indemnified Party or its Affiliates, that are reasonably necessary or desirable for the defense of such Third-Party Claim as the Indemnitor may reasonable request in writing and (ii) take such other reasonable actions and otherwise provide such reasonable cooperation as the Indemnitor may reasonably request for the purpose of facilitating the defense of, or consent any settlement, compromise or adjustment relating to, such Third-Party Claim, and shall otherwise cooperate as reasonably requested by the Indemnitor in the defense of such Third-Party Claim; in each case subject to the entry of any judgmentSection 7.8.

Defense of Third Party Claims. Claims arising from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon Subject to the provisions hereof, the Indemnitor shall have the right to elect to defend, on behalf of the Indemnitee, any Third Party Claim by notifying the Indemnitee of its intention to do so within thirty (30) days from receipt of a Notice of Claim delivered in accordance (or sooner, if the nature of the Third Party Claim so requires), which notice shall confirm that the Indemnitor **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with Section 9.4(a) the Securities and Exchange Commission. will, subject to the limitations of this Article X, indemnify the Indemnitee from and against any Damages the Indemnitee may suffer, sustain or become subject to, as a result of, arising out of, relating to a or in connection with the Third Party Claim, ; provided that the Indemnifying Person Indemnitor shall then have twenty (20) days not be entitled to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing if: (i) the Indemnitor does not provide the Indemnitee with evidence reasonably acceptable to the Indemnified Person Indemnitee that any such Losses that may be assessed the Indemnitor will have the financial resources to defend against the Indemnified Person in connection with Third Party Claim and fulfill its indemnification obligations hereunder; (ii) such Third Party Claim constitute Losses for which relates to or arises in connection with any criminal Proceeding against the Indemnified Party shall be indemnified pursuant to this Article IX and Indemnitee; (iiiii) the Indemnifying Person may not assume control of the defense of any Action involving a such Third Party Claim for criminal liability seeks an injunction or in which non-monetary equitable relief is sought against the Indemnified Indemnitee; (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is, in the good faith judgment of the Indemnitee, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnitee Party; or (v) the Third Party Claim is, in the good faith judgment of the Indemnitee, likely to adversely affect the Indemnitee’s relationships with its customers or suppliers. (b) If the Indemnifying Person determines Indemnitor elects to accept defend the Third Party Claim in accordance with this Section 10.5, (i) the Indemnitor shall assume the defense thereof utilizing legal counsel reasonably acceptable to the Indemnitee, (ii) the Indemnitor shall bear the fees, costs and expenses of such counsel, and (iii) the Indemnitee shall cooperate in good faith in such defense at the sole expense of the Indemnitor. If the Indemnitor does not elect to defend against, negotiate, settle or otherwise deal with any Third Party Claim, the Indemnitee may defend against, negotiate, settle or otherwise deal with such Third Party Claim. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitee may participate, at its own expense, in the defense of such Third Party Claim; provided, it however, that such Indemnitee shall defend be entitled to participate in any such Third Party Claim defense with separate counsel at the expense of its own choice that is reasonably satisfactory the Indemnitor if (i) so requested by the Indemnitor to participate or (ii) in the reasonable opinion of counsel to the Indemnified Person Indemnitee, a conflict or potential conflict exists between the Indemnitee and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying PersonIndemnitor that would make such separate representation advisable. If the Indemnifying Person fails Indemnitor does not elect to undertake defend the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not controlClaim, the defense Indemnitee shall keep the Indemnitor reasonably advised on the status of such Third Party Claim at and the Indemnifying Person’s sole cost defense thereof and expense, such participation to include provide copies of pleadings and communications related thereto and shall consider recommendations made by the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions Indemnitor with respect thereto); provided that the Indemnitee shall not be obligated to accept any such recommendations. (c) The party controlling Notwithstanding anything in this Section 10.5 to the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonablecontrary, provided thatneither the Indemnitor nor the Indemnitee shall, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consentconsent of the other party, settle or compromise such proceeding, claim any Third Party Claim or demand, permit a default or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by unless (x) the claimant and the Indemnitor or plaintiff the Indemnitee, as applicable, provide to the Indemnified Person of a written other party an unqualified release from all liability in respect of such proceeding, claim or demand the Third Party Claim and (iiy) an Indemnified Person shall not without neither the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or Claim nor the consent to judgment provides for injunctive or other nonmonetary relief affecting the entry of any judgmentIndemnitee.

Defense of Third Party Claims. Claims arising from (a) In the event of the assertion or commencement by any Person of liability by third parties any claim or Action (whether against Buyer, any Subsidiary of Buyer (including A2iA and its Subsidiaries) or any other Person) with respect to which any of Buyer may be entitled to indemnification, compensation, reimbursement, payment or any other remedy pursuant to this ARTICLE VII, Buyer shall within five (5) Business Days give the Sellers’ Representative written notice of such claim or Action (each, a “Third Party Claim”) shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person); provided, however, that (i) an Indemnifying Person may only assume control such notice should describe the factual basis of such defense if it acknowledges claim in writing reasonable detail, indicate a good faith estimate of the amount of the Damage and the grounds on which the request for indemnification is made, in each case, to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX extent known and (ii) any failure on the Indemnifying Person may part of Buyer to so notify the Sellers’ Representative shall not assume control limit any of Buyer’s rights to indemnification, compensation, reimbursement or payment under this ARTICLE VII except to the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against extent (and only to the Indemnified Party. (bextent) If the Indemnifying Person determines to accept such failure prejudices the defense of such Third Party Claim. (b) Within ten (10) Business Days of delivery of such written notice, the Sellers’ Representative may elect, by written notice delivered to Buyer, to take all necessary steps to diligently contest any Third Party Claim referenced in Section 7.4(a) with counsel of reputable standing. If the Sellers’ Representative elects to assume the defense of such Third Party Claim as provided herein, (i) it shall defend diligently conduct the defense; (ii) the election will conclusively establish that Buyer is entitled to relief under this Agreement for any Damages arising in connection with such Third Party Claim; and (iii) no compromise, settlement or consent to entry of any judgment of such Third Party Claim may be effected by the Sellers’ Representative without Buyer’s prior written consent which shall not be unreasonably withheld or delayed unless (A) there is no finding or admission of any violation of Applicable Law or any violation of the rights of any Person, (B) Buyer shall receive a full and unconditional release from all liability with respect to such Third Party Claim and any other claims by the Person(s) bringing such Third Party Claim, and (C) the sole relief provided is monetary damages that are paid in full by Sellers. The Sellers’ Representative -43- will lose any previously acquired right to control the defense of any Third Party Claim if, for any reason, the Sellers’ Representative ceases to diligently conduct the defense. (c) If the Sellers’ Representative makes the foregoing election, Buyer will have the right to participate in all negotiations and proceedings relating to such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense; provided that if the employment of such counsel has been authorized in writing by the Sellers’ Representative, its participation to be subject to then the reasonable direction fees and expenses of not more than one additional counsel for the Indemnifying Person. Buyer shall be included as “Damages” with respect to this Agreement. (d) If the Indemnifying Person fails to undertake Sellers’ Representative does not assume the defense of any matter for which it is entitled to assume such defense as provided above, or if the Sellers’ Representative elects to assume the defense but does not diligently conduct the defense, (i) Buyer shall have the full right to defend against any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice at Sellers’ expense, but shall only be entitled to the Indemnifying Person of the claim, then the Indemnified Person may defend settle or agree to pay in full such Third Party Claim at with the sole cost written consent of the Indemnifying Person Sellers’ Representative, which consent shall not be unreasonably withheld or delayed, and (ii) Sellers shall be bound by any determination resulting from such Third Party Claim and any compromise, settlement or judgment effected by Buyer. (e) Notwithstanding the Indemnifying Person may still participate inforegoing, but with respect to any Third Party Claim: (i) in which injunctive or equitable remedies have been sought in respect of any Indemnitee(s), A2iA or any of its Subsidiaries; (ii) the outcome of any judgment or settlement of which could materially adversely affect the business of the Indemnitee(s), A2iA or any of its Subsidiaries; (iii) which relates to any Intellectual Property Rights or other Intellectual Property issues; or (iv) the indemnifiable Damages pursuant to such Third Party Claim could reasonably be expected to exceed the then-remaining value of the Escrow Fund not controlsubject to pending claims for indemnification, Buyer shall have the right, at its election and without compromising the rights of Buyer to indemnification, compensation, reimbursement or payment under this ARTICLE VII, to retain control of the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not rather than cede control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on to the Sellers’ Representative; provided that if the resolution of such Third Party Claim results in a right to indemnification, compensation, reimbursement or payment under this ARTICLE VII in favor of any terms which it may deem reasonableIndemnitee, provided that, (i) an Indemnifying Person Buyer shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceedingThird Party Claim without the written consent of the Sellers’ Representative, claim which consent shall not be unreasonably withheld, conditioned or demanddelayed. (f) With respect to any Third Party Claim subject to this ARTICLE VII, or consent the Sellers’ Representative and Buyer shall render such assistance to each other as they may reasonably require, shall cooperate in good faith in the entry defense of any judgmentsuch Third Party Claim and shall keep each other reasonably informed of the status of such Third Party Claim at all stages thereof. The Sellers’ Representative and Buyer shall make available to each other all relevant records and take such other action and sign such documents as are necessary to defend such Third Party Claim in a timely manner.

Defense of Third Party Claims. Claims arising from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt by any Person seeking to be indemnified pursuant to Section 9.2 (the “Indemnitee”) of notice of any actual or possible claim, demand, suit, action, arbitration, investigation, inquiry or proceeding that has been or may be brought or asserted by a Notice third party against such Indemnitee and that may be subject to indemnification hereunder (a “Third-Party Claim”), the Indemnitee shall promptly give notice of such Third-Party Claim delivered in accordance with to the Person from whom indemnification is sought under Section 9.4(a9.2 (the “Indemnitor”) indicating the nature of such Third-Party Claim and relating the stated basis therefor and the amount of Damages claimed pursuant to a Third such Third-Party Claim, to the Indemnifying Person extent known. (b) The Indemnitor shall then have twenty 30 days after receipt of the Indemnitee’s notice of a given Third-Party Claim to elect, at its option, to assume the defense of any such Third-Party Claim, in which case: (20i) days the attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs incurred by the Indemnitor in connection with defending such Third-Party Claim shall be payable by such Indemnitor; (ii) the Indemnitee shall not be entitled to advise be indemnified for any costs or expenses incurred by the Indemnified Person whether the Indemnifying Person accepts Indemnitee in connection with the defense of such claimThird-Party Claim; (iii) the Indemnitee shall be entitled to monitor such defense at its sole expense; (iv) the Indemnitee shall make available to the Indemnitor all books, records and other documents and materials that are under the Indemnifying Person direct or indirect control of the Indemnitee or any of its Subsidiaries or other Affiliates and that the Indemnitor considers necessary or desirable for the defense of such Third-Party Claim; (v) the Indemnitee shall have no execute such documents and take such other actions as the Indemnitor may reasonably request for the purpose of facilitating the defense of, or any settlement, compromise or adjustment relating to, such Third-Party Claim; (vi) the Indemnitee shall otherwise fully cooperate as reasonably requested by the Indemnitor in the defense of such Third-Party Claim; (vii) the Indemnitee shall not admit any liability with respect to such Third-Party Claim; and (viii) the Indemnitor shall not enter into any agreement providing for the settlement or compromise of such Third-Party Claim or the consent to the entry of a judgment with respect to such Third-Party Claim without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement agreement imposes on the Indemnitee or any of its Subsidiaries or other Affiliates any obligation other than an obligation to pay monetary Damages in an amount less than the Indemnified Person for legal fees incurred by aggregate cash amount remaining in the Indemnified Person after Escrow Fund. If the date of any assumption of the defense by the Indemnifying Person; providedIndemnitor elects not to defend such Third-Party Claim, however, that then (i) an Indemnifying Person may only assume control of the Indemnitee shall diligently defend such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Third-Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control Indemnitee shall have no right to seek indemnification under this Article IX in respect of the defense of any Action involving a Third such Third-Party Claim for criminal liability any agreement providing for the settlement or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense compromise of such Third Party Claim, it shall defend such Third Third-Party Claim with counsel of its own choice that is reasonably satisfactory to or the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any a judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff with respect to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not Third-Party Claim entered into without the Indemnifying Person’s prior written consent, consent of the Indemnitor (which consent will shall not be unreasonably be withheld withheld, conditioned or delayed), settle or compromise any such proceedingprovided, claim or demandhowever, or consent to in no event shall the entry maximum aggregate Liability of any judgmentthe Shareholders for indemnification claims payable by the Shareholders hereunder exceed the Escrow Fund.

Defense of Third Party Claims. Claims arising from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt by any Person seeking to be indemnified pursuant to Section 10.2 (the “Indemnitee”) of notice of any actual or possible claim, demand, suit, action, arbitration, investigation, inquiry or proceeding that has been or may be brought or asserted by a Notice third party against such Indemnitee and that may be subject to indemnification hereunder (a “Third-Party Claim”), the Indemnitee shall promptly give notice of such Third-Party Claim delivered in accordance with to the Person from whom indemnification is sought under Section 9.4(a10.2 (the “Indemnitor”) indicating the nature of such Third-Party Claim and relating the stated basis therefor and the amount of Damages claimed pursuant to a Third such Third-Party Claim, to the Indemnifying Person extent known. (b) The Indemnitor shall then have twenty 30 days after receipt of the Indemnitee’s notice of a given Third-Party Claim to elect, at its option, to assume the defense of any such Third-Party Claim, in which case: (20i) days the attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs incurred by the Indemnitor in connection with defending such Third-Party Claim shall be payable by such Indemnitor; (ii) the Indemnitee shall be entitled to advise monitor such defense at its sole expense; (iii) the Indemnified Person whether Indemnitee shall make available to the Indemnifying Person accepts Indemnitor all books, records and other documents and materials that are under the direct or indirect control of the Indemnitee or any of its Subsidiaries or other Affiliates and that the Indemnitor reasonably considers necessary or desirable for the defense of such claimThird-Party Claim; (iv) the Indemnitee shall execute such documents and take such other actions as the Indemnitor may reasonably request for the purpose of facilitating the defense of, or any settlement, compromise or adjustment relating to, such Third-Party Claim; (v) the Indemnitee shall otherwise fully cooperate as reasonably requested by the Indemnitor in the defense of such Third-Party Claim; (vi) the Indemnitee shall not admit any liability with respect to such Third-Party Claim; and (vii) the Indemnifying Person Indemnitor shall not enter into any agreement providing for the settlement or compromise of such Third-Party Claim or the consent to the entry of a judgment with respect to such Third-Party Claim without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnitee shall have no obligation the right to employ separate counsel in such Third-Party Claim and participate in such defense thereof, but the Indemnified Person for legal fees incurred by and expenses of such counsel shall be at the Indemnified Person after the date of any assumption expense of the defense by the Indemnifying Person; Indemnitee, provided, however, that the Indemnitee shall be entitled, at the Indemnitor’s cost, risk and expense, to retain one firm of separate counsel of its own choosing (along with any required local counsel) if (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing the Indemnitor and the Indemnitee so mutually agree; (ii) the Indemnitor fails within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person Indemnitee; (iii) the Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnitor; or (iv) the named parties in any such Losses that may proceeding (including any impleaded parties) include both the Indemnitor and the Indemnitee and representation of both sets of parties by the same counsel would be assessed against inappropriate due to actual or potential differing interests between them. If the Indemnified Person in connection with Indemnitor elects not to defend such Third Third-Party Claim, then (i) the Indemnitee shall diligently defend such Third-Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control Indemnitor shall be liable for any agreement providing for the settlement or compromise of the defense of any Action involving a Third such Third-Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any a judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff with respect to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgmentThird-Party Claim.

Defense of Third Party Claims. Claims arising from In the event of the assertion or commencement by any Person of liability by third parties any claim or Legal Proceeding (eachwhether against the Company, a Subsidiary, the Surviving Corporation, Parent, Purchaser or any other Person) with respect to which any of the Parent Indemnitees shall have the right to seek indemnification pursuant to this Section 9, as soon as practicable and in any event within thirty (30) days of the time that such Parent Indemnitees learns of such claim or Legal Proceeding, Purchaser shall deliver written notice (the “Third Party ClaimClaim Notice”) shall be subject to Section 9.4(athe Stockholders’ Representative setting forth in reasonable detail the nature of the claim for which indemnification is sought, the provision(s) under this Agreement that provide the basis for such claim for indemnification, the amount of such third party claim (if known) and the following terms portion of such amount subject to indemnification, provided, however, that any failure of Purchaser to so notify the Stockholders’ Representative shall not limit any of the rights of the Parent Indemnitees under this Section 9, except to the extent that such failure to so notify the Stockholders’ Representative results in (i) the forfeiture by the Participating Holders of rights and conditions: defenses otherwise available to the Participating Holders with respect to such claim or (aii) Upon receipt otherwise materially and adversely affects the Participating Holders’ interests in the matter. Other than with respect to Schedule 9.3 Matters that the Stockholders’ Representative assumes the defense of a Notice within thirty (30) days of Claim delivered in accordance with Section 9.4(a) and relating to a receiving the applicable Third Party ClaimClaim Notice, the Indemnifying Person Purchaser shall then have twenty the right to assume and control, through counsel of its own choosing reasonably acceptable to the Stockholders’ Representative, the defense of any such Legal Proceeding, the costs of which shall be considered Section 9.2 Damages or Section 9.3 Damages, as applicable, for which Purchaser shall be entitled to seek indemnification under this Section 9, provided, however, that the Participating Holders will not be required to pay the fees and disbursements of more than one (201) counsel for all Parent Indemnitees plus one (1) local counsel in each applicable foreign jurisdiction for all Parent Indemnities. With respect to Schedule 9.3 Matters that the Stockholders’ Representative assumes the defense of within thirty (30) days of receiving the applicable Third Party Claim Notice and, in the event that Purchaser declines or fails to advise assume the Indemnified Person whether defense of any claim described in the Indemnifying Person accepts preceding sentence within thirty (30) days of receiving notice of such claim, any such claims described in the preceding sentence, the Stockholders’ Representative shall have the right to assume and control, through counsel of its own choosing reasonably acceptable to the Purchaser, the defense of any such Legal Proceeding. The Parent Indemnitees or the Stockholders’ Representative controlling the defense of such Legal Proceeding, as the case may be, shall at all times use reasonable efforts to keep the Stockholders’ Representative or Parent and Purchaser, as the case may be, reasonably apprised of the status of any matter the defense of which they are maintaining and to cooperate in good faith with, and consult with, each other with respect to the defense of such Legal Proceeding. The party not controlling such Legal Proceeding shall cooperate with and make available to the controlling party such assistance and materials as may be reasonably requested by it (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, and demand, invoice, billing or other document evidencing or asserting the Indemnifying Person same). Notwithstanding the foregoing, Parent and/or Purchaser shall have no obligation to not settle any such claim or Legal Proceeding without the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption consent of the defense by the Indemnifying PersonStockholders’ Representative, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control consent of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief Stockholders’ Representative is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of so obtained, such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense settlement of any such Third Party Claim within twenty (20) days after claim or Legal Proceeding shall alone be determinative of the Indemnified Person amount of the claim and neither the Stockholders’ Representative nor any person who has given written notice a beneficial interest therein shall have any power or authority to object under any provision of this Section 9 to the Indemnifying Person amount of any demand by any Parent Indemnitee with respect to such settlement. If it shall have elected to control the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost defense or settlement of the Indemnifying Person and the Indemnifying Person may still participate in, but not controlany third party claim or Legal proceeding pursuant hereto, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person Stockholders’ Representative shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demandconsent to a settlement of, or consent to the entry of any judgment arising from, any such third-party claim without the prior written consent of the applicable Parent Indemnitees (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Stockholders’ Representative may consent to such a settlement or entry of judgment without the consent of the applicable Parent Indemnitees if such settlement or judgment (i) does not include provide for injunctive or other nonmonetary relief affecting any Parent Indemnitees, (ii) does not require any Parent Indemnitees to make any payment in respect thereof (other than as an unconditional a result of payment to the Paying Agent of some or all of the Holdback Amount that was set-off in respect of such claim), and (iii) includes as a term thereof the delivery given by the each claimant or plaintiff to the Indemnified Person such Parent Indemnitees of a written release from all liability in with respect of to such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgmentclaim.

Defense of Third Party Claims. Claims arising from (a) Should any Third Party Claim be made, the assertion obligations and liabilities of liability by third the parties with respect to such Third Party Claim will be subject to this Section 17.5. (eachb) Within a reasonable time (i.e., such time as will not prejudice the contest, defense, litigation, or settlement of a “Third Party Claim”) shall be subject to Section 9.4(a) and following the following terms and conditions: (a) Upon receipt of a Notice notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise party receiving the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption notice of the defense by the Indemnifying Person; provided, however, that Third Party Claim will (i) an Indemnifying Person may only assume control notify the other party of such defense if it acknowledges its existence setting forth in writing to and with reasonable specificity the Indemnified Person that any facts and circumstances of which such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX party has received notice, and (ii) if the Indemnifying Person may not assume control party giving such notice is an Indemnitee, specify in writing the basis hereunder upon which the Indemnitee's claim for indemnification is asserted and tendering defense of the Third Party Claim to Indemnitor. (c) If the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against so tendered and within ten (10) day thereafter such tender is accepted without qualification by the Indemnified Party. (b) If Indemnitor as evidenced by written notice to Indemnitee, then, except as provided below, the Indemnifying Person determines Indemnitee will not, and the Indemnitor will, have the right to accept the defense of contest, defend, litigate and settle such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall . The Indemnitee will have the right to be represented by counsel of its own choice and at Indemnitee's expense to participate in any contest, defense, litigation or settlement conducted by the Indemnitor; provided that the Indemnitee will be entitled to reimbursement therefor if the Indemnitor loses is right to contest, defend, litigation and settle the Third Party Claim as provided below. Notwithstanding the preceding provisions of this Section 17.5, if the Third Party Claim is asserted against both of Indemnitor and Indemnitee and representation of both of them by the same counsel at its own expensewould be inappropriate due to actual or potentially differing interests between them, its participation Indemnitee shall be entitled to be subject retain the right to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any contest, defend or litigate such Third Party Claim within twenty as it relates to Indemnitee and will have the exclusive right, in its discretion exercised in good faith, and with the advice of counsel, to settle any such matter as it related to Indemnitee, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable, provided that at least ten (2010) days after the Indemnified Person has given prior to any such settlement, written notice of its intention to settle will be given to the Indemnifying Person Indemnitee. If, pursuant to the preceding sentence, the Indemnitee so contests, defends, litigates or settles a Third Party Claim, the Indemnitee will be reimbursed by the Indemnitor for the reasonable attorneys' fees and other expenses of defending, contesting, litigating and/or settling the claim, then the Indemnified Person may defend such Third Party Claim at which are incurred from time to time, promptly following the sole cost presentation to the Indemnitor of itemized bills for such attorneys' fees and other expenses. (d) The Indemnitor will lose its right to contest, defend, litigate and settle the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at if it fails to diligently contest the Indemnifying Person’s sole cost and expense, such participation to include Third Party Claim (except in connection with a settlement thereof in accordance with the terms hereof). So long as the Indemnitor has not lost its right to participate in but not control all significant decisions regarding such defend, contest, litigate and settle as herein provided, the Indemnitor will have the exclusive right to contest, defend and litigate the Third Party Claims Claim and will have the exclusive right, in its discretion exercised in good faith, and with the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable, provided that at least ten (including 10) days prior to any such settlement, written notice of its intention to settle will be given to the right to participate in but not control settlement discussions with respect thereto)Indemnitee. (ce) The party controlling All expenses (including without limitation attorneys' fees and expenses) incurred by the Indemnitor in connection with the foregoing will be paid by the Indemnitor. (f) No failure by an Indemnitor to acknowledge in writing its indemnification obligations under this Section 17 will relieve it of such obligations to the extent they exist. If an Indemnitee is entitled to indemnification against a Third Party Claim, and the Indemnitor fails to accept or assume the defense of a Third Party Claim may pursuant to Section 17.5(c), or if, in accordance with the foregoing, the Indemnitor loses its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnitee will have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith, and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may, in its discretion exercised in good faith, and with the advice of counsel, settle such Third Party Claim on any Claim, either before or after the initiation of litigation, at such time and upon such terms which as it may deem deems fair and reasonable, provided thatthat at least ten (10) days prior to any such settlement, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, notice of its intention to settle or compromise such proceeding, claim or demand, or consent is given to the entry of any judgment Indemnitor. If, pursuant to this Section 17.5(f), the Indemnitor so contests, defends, litigates or settles a Third Party Claim for which does not include as an unconditional term thereof it is entitled to indemnification hereunder, the delivery Indemnitee will be reimbursed by the claimant or plaintiff Indemnitor for the reasonable attorneys' fees and other expenses of defending, contesting, litigating and/or settling the Third Party Claim which are incurred from time to time, promptly following the presentation to the Indemnified Person Indemnitor of a written release from all liability in respect of itemized bills for such proceeding, claim or demand attorneys' fees and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgmentother expenses.

Defense of Third Party Claims. Claims arising from Parent shall give Representative and Escrow Agent notice, within thirty (30) days after Parent becomes aware of the assertion existence of liability the same, of the assertion, whether orally or in writing, against Parent or any other Parent Indemnified Person of a claim, demand, suit, action, arbitration, investigation, inquiry or proceeding brought by a third parties party against such Parent Indemnified Person (eachin each such case, a “Third Third-Party Claim”) that is based upon, or includes assertions that would, if true, constitute any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Representative or Company in this Agreement. The Representative, acting on behalf of the Company Shareholders pursuant to this Section 11.6, is referred to as the “Indemnifying Party” for purposes of this Section 11.6. Until the Escrow Release Date, no delay on the part of Parent in giving the Indemnifying Party notice of such Third-Party Claim will relieve the Indemnifying Party from any of its obligations under Article 11 unless (and then only to the extent) that such Indemnifying Party is actually prejudiced thereby. The Indemnifying Party shall be subject entitled to Section 9.4(a) assume and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts control the defense of such claim, Third-Party Claim at its expense and the Indemnifying Person shall have no obligation through counsel of its choice if it gives notice of its election to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption do so to Parent within fifteen (15) days of the defense by receipt of the Indemnifying Personnotice from Parent; provided, however, that (i) an Indemnifying Person may only assume control if there exists or is reasonably likely to exist a conflict of such defense if interest that would make it acknowledges inappropriate in writing the judgment of Parent, in its reasonable discretion, for the same counsel to represent both the Parent Indemnified Person that any such Losses that may be assessed against and the Indemnifying Party, then the Parent Indemnified Person shall be entitled to retain its own counsel to defend against such Third-Party Claim, in connection with such Third Party Claim constitute Losses each jurisdiction for which the Parent Indemnified Person determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party fails to undertake any such defense as provided above or fails to diligently pursue any such defense, Parent shall be indemnified pursuant entitled to this Article IX assume and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Third-Party Claim, it shall defend such Third Party Claim in which case all costs and expenses incurred by Parent in connection with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Third-Party Claim (including, but not limited to, reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Damages for which indemnity may be sought. 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 Parent Indemnified Person shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying PersonParty’s sole cost and expense, such participation to include all witnesses, pertinent records, materials and information in the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Parent Indemnified Person’s possession or under the Parent Indemnified Person’s control related thereto as is reasonably required by the Indemnifying Party. Similarly, in the event that the Parent Indemnified Person is, directly or indirectly, conducting the defense against any such Third-Party Claim, the Indemnifying Party shall cooperate with the Parent Indemnified Person in such defense and make available to the Parent Indemnified Person, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Parent Indemnified Person. 11.6.1 A Third-Party Claim for which indemnification is sought pursuant to Section 11.2.1 may not be settled by an Indemnifying Party without the prior written consentconsent of the Parent Indemnified Person, which may not be unreasonably withheld. Parent may not settle or compromise such proceeding, claim or demand, or consent a Third-Party Claim for which indemnification is sought pursuant to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not Section 11.2.1 without the Indemnifying Person’s prior written consentconsent of the Indemnifying Party, which consent will not be unreasonably be withheld withheld, delayed or delayedconditioned. 11.6.2 If the Indemnifying Party is controlling the defense of any Third-Party Claim, settle or compromise Parent shall have the right to receive copies of all pleadings, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents by Parent does not affect any privilege relating to the Indemnifying Party; provided, that the parties will use commercially reasonable efforts to ensure that any such proceedingprivilege will not apply or will not be violated. If any Parent Indemnified Person is controlling the defense of any Third-Party Claim, claim or demandthe Indemnifying Party shall have the right to receive copies of all pleadings, or consent notices and communications with respect to such Third-Party Claim to the entry extent that receipt of such documents by Parent does not affect any judgmentprivilege relating to the Indemnifying Party; provided, that the parties will use commercially reasonable efforts to ensure that any such privilege will not apply or will not be violated.

Defense of Third Party Claims. Claims arising from (i) In the assertion of liability event that the claim for indemnification pursuant to Section ‎7.1 is based upon a claim by a third parties party against an Indemnified Party (each, a “Third Party Person Claim”), Parent will as promptly as practicable provide a Claim Notice to the Securityholders’ Representative after Parent has actual knowledge of the Third Person Claim and will enclose a copy of all papers (if any) received with respect to the Third Person Claim; provided, that the failure to provide such notice to the Securityholders’ Representative shall not affect an Indemnifying Party’s obligations under this Article ‎7 except and only to the extent that such Indemnifying Party is materially prejudiced by such failure. (ii) The Securityholders’ Representative will have thirty (30) days from its receipt of the Claim Notice to notify Parent in writing whether it (A) admits or denies (including a reasonable explanation for such denial) that such Third Person Claim is an indemnifiable matter pursuant to the terms of this Article ‎7 and (B) exercises its right to participate in the defense or settlement of such Third Person Claim under this Article ‎7, subject to the consent rights of any insurer or any other limitations in the R&W Insurance Policy, at the Company Shareholder’s sole cost and expense (to be reimbursed to the Securityholders’ Representative out of the Indemnity Escrow Account). If the Securityholders’ Representative does not so notify Parent within such 30-day period, the Indemnifying Parties will have waived their right to defend such Third Person Claim. Parent is authorized, prior to and during such 30-day period (or, if earlier, prior to notification that the Securityholders’ Representative exercise rights pursuant to this Section ‎7.2(b)), to file any motion, answer or other pleading that it deems necessary or appropriate to protect the Indemnified Parties’ interests or those of the Indemnifying Parties and that is not prejudicial to the Indemnifying Parties; provided that Parent will provide the Securityholders’ Representative reasonable prior notice of such action and use commercially reasonable efforts to consult with the Securityholders’ Representative (but will not be bound by the views or comments of the Securityholders’ Representative). In case the Parent shall object in writing to any denial of Third Person Claim made by the Securityholders’ Representative pursuant to this Section ‎7.2(b)(ii), the Securityholders’ Representative and Parent shall attempt in good faith to agree upon the rights and obligations of the respective parties with respect to each of such claim. If the Securityholders’ Representative and Parent should so agree, a memorandum setting forth such agreement shall be subject to Section 9.4(a) prepared and signed, and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered claim shall be defended in accordance with Section 9.4(a) the terms hereof. In the event that Securityholders’ Representative and relating Parent are not able to a Third Party Claimreach an agreement, the Indemnifying Person shall then parties may resolve such dispute in the manner provided in Section ‎8.9. (iii) Parent will have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption full control of the defense and proceedings of such Third Person Claim, including any compromise or settlement thereof, the costs and expenses of which shall be reimbursed from the Indemnity Escrow Account (pro rata from each remaining Indemnity Escrow Group). If requested by P▇▇▇▇▇, the Securityholders’ Representative agrees to cooperate, and to cause the Indemnifying Person; Parties to cooperate, in contesting any Third Person Claim that Parent elects to contest (provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing the Securityholders’ Representative will not be required to bring any counterclaim or cross-complaint against any Person). Parent will not, without the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control written consent of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. Securityholders’ Representative (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right not to be represented by its own counsel at its own expenseunreasonably withheld, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claimconditioned, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect theretoor delayed). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, any Third Person Claim or consent to the entry of any judgment which with respect thereto that (i) does not include as result in a final resolution of the Indemnifying Parties’ liability with respect to the Third Person Claim (including, in the case of a settlement, an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceedingthe Indemnifying Parties), claim or demand and (ii) requires a non-monetary commitment by any Indemnifying Party, including compliance with an Indemnified Person injunction or other equitable relief, (iii) includes any admission of criminal guilt or culpability or (iv) is reasonably likely to result in Losses that would materially exceed the aggregate dollar value of the Indemnity Escrow Amount (as may be adjusted in accordance with this Article ‎7). Parent shall not without keep the Indemnifying Person’s Securityholders’ Representative reasonably apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish Securityholders’ Representative with all documents and information available to Parent that Securityholders’ Representative reasonably requests and shall consult with Securityholders’ Representative prior written consentto acting on major matters, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgmentincluding settlement discussions.

Defense of Third Party Claims. Claims arising from (a) Should any Third Party Claim be made, the assertion obligations and liabilities of liability by third the parties with respect to such Third Party Claim will be subject to this SECTION 12.5. (eachb) Within a reasonable time (i.e., such time as will not prejudice the contest, defense, litigation, or settlement of a “Third Party Claim”) shall be subject to Section 9.4(a) and following the following terms and conditions: (a) Upon receipt of a Notice notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise party receiving the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption notice of the defense by the Indemnifying Person; provided, however, that Third Party Claim will (i) an Indemnifying Person may only assume control promptly notify the other party of such defense if it acknowledges its existence setting forth in writing to and with reasonable specificity the Indemnified Person that any facts and circumstances of which such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX party has received notice, and (ii) if the Indemnifying Person may not assume control party giving such notice is an Indemnitee, specify in writing the basis hereunder upon which the Indemnitee's claim for indemnification is asserted and tendering defense of the Third Party Claim to Indemnitor. (c) If the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against so tendered and within 10 days thereafter such tender is accepted without qualification by the Indemnified Party. (b) If Indemnitor as evidenced by written notice to Indemnitee, then, except as provided below, the Indemnifying Person determines Indemnitee will not, and the Indemnitor will, have the right to accept the defense of contest, defend, litigate and settle such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall . The Indemnitee will have the right to be represented by counsel of its own choice and at Indemnitee's expense to participate in any contest, defense, litigation or settlement conducted by the Indemnitor; provided that the Indemnitee will be entitled to reimbursement by the Indemnitor therefor if the Indemnitor loses is right to contest, defend, litigation and settle the Third Party Claim as provided below. Notwithstanding the preceding provisions of this SECTION 12.5, if the Third Party Claim is asserted against both of Indemnitor and Indemnitee and representation of both of them by the same counsel at its own expensewould be inappropriate due to actual or potentially differing interests between them, its participation Indemnitee shall be entitled to be subject retain the right to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any contest, defend or litigate such Third Party Claim within twenty (20) days as it relates to Indemnitee and will have the exclusive right, in its discretion exercised in good faith, and with the advice of counsel, to settle any such matter as it is related to Indemnitee, either before or after the Indemnified Person has given initiation of litigation, at such time and upon such terms as it deems fair and reasonable, provided that at least 10 days prior to any such settlement, written notice of its intention to settle will be given to the Indemnifying Person Indemnitee. If, pursuant to the preceding sentence, the Indemnitee so contests, defends, litigates or settles a Third Party Claim, the Indemnitee will be reimbursed by the Indemnitor for the reasonable attorneys' fees and other expenses of defending, contesting, litigating and/or settling the claim, then the Indemnified Person may defend such Third Party Claim at which are incurred from time to time, promptly following the sole cost presentation to the Indemnitor of itemized bills for such attorneys' fees and other expenses. (d) The Indemnitor will lose its right to contest, defend, litigate and settle the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at if it fails to diligently contest the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may (except in connection with a settlement thereof in accordance with the terms hereof). So long as the Indemnitor has not lost its right to defend, contest, litigate and settle such as herein provided, the Indemnitor will have the exclusive right to contest, defend and litigate the Third Party Claim on any terms which it may deem reasonableand will have the exclusive right, provided thatin its discretion exercised in good faith, (i) an Indemnifying Person shall not without and with the Indemnified Person’s prior written consentadvice of counsel, to settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceedingmatter, claim either before or demandafter the initiation of litigation, or consent to the entry of any judgment.at such time and upon such terms as it

Defense of Third Party Claims. Claims arising from 11.6.1 Parent shall give Representative and Escrow Agent notice, within thirty (30) days after Parent becomes aware of the assertion existence of liability the same, of the assertion, whether orally or in writing, against Parent or any other Parent Indemnified Person of a claim, demand, suit, action, arbitration, investigation, inquiry or proceeding brought by a third parties party against such Parent Indemnified Person (eachin each such case, a “Third "THIRD-PARTY CLAIM") that is based upon, or 42 includes assertions that would, if true, constitute any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Representative or Company in this Agreement, or any Excess Transaction Expenses. The Representative, acting on behalf of the Principal Shareholders pursuant to this Section 11.6, is referred to as the "INDEMNIFYING PARTY" for purposes of this Section 11.6. Until the Escrow Release Date, no delay on the part of Parent in giving the Indemnifying Party Claim”notice of such Third-Party Claim will relieve the Indemnifying Party from any of its obligations under Article 11 unless (and then only to the extent) that such Indemnifying Party is actually prejudiced thereby. 11.6.2 The Indemnifying Party shall be subject entitled to Section 9.4(a) assume and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts control the defense of such claim, Third-Party Claim at its expense and the Indemnifying Person shall have no obligation through counsel of its choice if it gives notice of its election to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption do so to Parent within fifteen (15) days of the defense by receipt of the Indemnifying Personnotice from Parent; provided, however, that (i) an Indemnifying Person may only assume control if there exists or is reasonably likely to exist a conflict of such defense if interest that would make it acknowledges inappropriate in writing the judgment of Parent, in its reasonable discretion, for the same counsel to represent both the Parent Indemnified Person that any such Losses that may be assessed against and the Indemnifying Party, then the Parent Indemnified Person shall be entitled to retain its own counsel to defend against such Third-Party Claim, in connection with such Third Party Claim constitute Losses each jurisdiction for which the Parent Indemnified Person determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party fails to undertake any such defense as provided above or fails to diligently pursue any such defense, Parent shall be indemnified pursuant entitled to this Article IX assume and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Third-Party Claim, it shall defend such Third Party Claim in which case all costs and expenses incurred by Parent in connection with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Third-Party Claim (including, but not limited to, reasonable attorneys' fees, other professionals' and experts' fees and court or arbitration costs) shall be included in the Damages for which indemnity may be sought. 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 Parent Indemnified Person shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Person’s sole cost and Party's expense, all witnesses, pertinent records, materials and information in the Parent Indemnified Person's possession or under the Parent Indemnified Person's control related thereto as is reasonably required by the Indemnifying Party. Similarly, in the event that the Parent Indemnified Person is, directly or indirectly, conducting the defense against any such participation Third-Party Claim, the Indemnifying Party shall cooperate with the Parent Indemnified Person in such defense and make available to include the right to participate Parent Indemnified Person, at the Indemnifying Party's expense, all such witnesses, records, materials and information in but not the Indemnifying Party's possession or under the Indemnifying Party's control all significant decisions regarding such Third Party Claims (including relating thereto as is reasonably required by the right to participate in but not control settlement discussions with respect thereto)Parent Indemnified Person. (c) The party controlling the defense of a Third 11.6.3 A Third-Party Claim for which indemnification is sought pursuant to Section 11.2.1 may not be settled by an Indemnifying Party without the prior written consent of the Parent Indemnified Person, which may not be unreasonably withheld. Parent may not settle such Third a Third-Party Claim on any terms for which it may deem reasonable, provided that, (i) an Indemnifying Person shall not indemnification is sought pursuant to Section 11.2.1 without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consentParty, which consent will not be unreasonably be withheld withheld, delayed or delayedconditioned. 11.6.4 If the Indemnifying Party is controlling the defense of any Third-Party Claim, settle or compromise Parent shall have the right to receive copies of all pleadings, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents by Parent does not affect any privilege relating to the Indemnifying Party; provided, that the parties will use commercially reasonable efforts to ensure that any such proceedingprivilege will not apply or will not be violated. If any Parent Indemnified Person is controlling the defense of any Third-Party Claim, claim or demandthe Indemnifying Party shall have the right to receive copies of all pleadings, or consent notices and communications with respect to such Third-Party Claim to the entry extent that receipt of such documents by Parent does not affect any judgmentprivilege relating to the Indemnifying Party; provided, that the parties will use commercially reasonable efforts to ensure that any such privilege will not apply or will not be violated.

Defense of Third Party Claims. Claims arising from (a) The right to control and/or the assertion right participate in the defense and/or settlement of liability a Claim or Proceeding asserted by a third parties party (each, a “Third Party Claim”) shall be allocated between the Parties with respect to specific matters as follows: (i) Seller shall at all times control and appoint lead counsel for the defense and/or settlement, in each case at its own expense, of Third Party Claims related to (A) Excluded Assets, (B) Excluded Liabilities and (C) matters listed on Schedule 7.04; provided however, that the Parties hereby agree that clauses (A) and (B) shall include any Third Party Claim related to any Seller service or business not exclusively related to the Business. Buyer may participate, at its own expense and to the extent applicable, in any such Third Party Claim to the extent Buyer or its Affiliates are joined as and remain a party to such claim; provided however, that with respect to any such Third Party Claim that relates to activities and obligations of the Business during both the period before the Closing and the period after the Closing, Seller shall reimburse Buyer’s participation expenses to the extent related to matters pursuant to which Seller is obligated to indemnify Buyer pursuant to Article 7 of this Agreement. Only to the extent that Buyer or its Affiliates are implicated in the proposed settlement of any Third Party Claim subject to Seller control pursuant to this Section 7.04(a)(i), shall Seller be subject to the Settlement Guidelines (as defined below) with respect thereto. (ii) Buyer shall at all times control and appoint lead counsel for the defense and/or settlement, in each case at its own expense, of Third Party Claims related to (A) Purchased Assets and Assumed Liabilities, to the extent solely related to activity or obligations of the Business as conducted by Buyer or its Affiliates after the Closing and (B) the Business, to the extent related to periods and activity both before and after the Closing; provided however, that the Parties hereby agree that clause (B) hereof shall not include any Third Party Claim related to any Seller service or business not exclusively related to the Business (in which case such claim shall be subject to Section 9.4(a7.04(a)(i) of this Agreement). Seller may participate, at its own expense and to the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered extent applicable, in accordance with Section 9.4(a) and relating to a any such Third Party Claim, Claim to the Indemnifying Person shall then have twenty (20) days extent Seller or its Affiliates are joined as and remain a party to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation . Only to the Indemnified Person for legal fees incurred by extent that Seller or its Affiliates are implicated in the Indemnified Person after the date proposed settlement of any assumption Third Party Claim subject to Buyer control pursuant to this Section 7.04(a)(ii), shall Buyer be subject to the Settlement Guidelines (as defined below) with respect thereto. For purposes of this Section 7.04(a), “Settlement Guidelines” shall require the Party controlling the settlement of any Third Party Claim pursuant to this Section 7.04(a), prior to the entry thereof, to obtain the written consent of the defense by the Indemnifying Person; providednon-controlling Party (not to be unreasonably withheld, however, conditioned or delayed) in connection with any settlement that (i) includes an Indemnifying Person may only assume control obligation to be performed by the non-controlling Party or its Affiliates (including payment of Damages), an obligation to abstain from performing any action by such defense if it acknowledges in writing non-controlling Party or its Affiliates, or the requirement to opine as to the Indemnified Person that validity of any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and patents or (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in relates to matters pursuant to which such non-monetary equitable relief is sought against the Indemnified Partycontrolling Party may be subject to indemnification pursuant to Section 7 of this Agreement. (b) If In addition to the Indemnifying Person determines to accept the defense notice provisions set forth in Section 7.03(a) of such Third Party Claimthis Agreement, it shall defend such if notice of any Third Party Claim with counsel is received by a Party not otherwise entitled to control and/or participate in such claim pursuant to Section 7.04(a) of its own choice that is reasonably satisfactory this Agreement, the Party receiving such notice shall promptly provide written notice and details thereof (which shall include receipt or written notice of any applicable Claim, Proceeding or potential Claim or Proceeding) to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto)applicable controlling and/or participating Party. (c) The party Each Party shall cooperate, and cause their respective representatives, employees, agents and Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished, subject to Section 5.03(b) of this Agreement, such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. In addition, the Party controlling the defense and/or settlement of a any applicable Third Party Claim may settle such Third Party Claim on pursuant to Section 7.04(a) of this Agreement shall keep the other applicable parties thereto reasonably informed of the progress of any terms which it may deem reasonabledefense, provided thatcompromise or settlement with respect thereto. (d) Notwithstanding the foregoing, (i) an Indemnifying Person the control or settlement of, or right to control or settle, any claim pursuant to this Section 7.04 shall not without alter or amend the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent contractual rights to indemnification of the entry Parties otherwise set forth in Article 7 of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand this Agreement and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent matters related to the entry of any judgmentTraffic Agreement or the Transition Services Agreement shall be governed by the indemnification and claim provisions thereof.

Defense of Third Party Claims. Claims arising from (a) In the event of the assertion or commencement by any Person of liability any claim or Legal Proceeding (whether against Purchaser or against any other Person), other than a claim relating to Taxes, which shall be governed solely by third parties the provisions of Section 9, with respect to which any of the Securityholders are obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to Section 10 (each, a “Third Party Claim”) shall be but which are subject to the limitations of Section 9.4(a10.4(a)(i), (i) the Indemnitee may defend against and consent to the following terms and conditions: (a) Upon receipt entry of a Notice of Claim delivered in accordance any judgment or enter into any settlement with Section 9.4(a) and relating respect to a the Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; provided, however, that Securityholder Representative (iA) an Indemnifying Person may only assume control shall have the right to receive copies of such defense if it acknowledges in writing all pleadings, notices and communications with respect to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses so long as the receipt of such documents by the Securityholder Representative does not adversely affect any attorney-client privilege relating to the Indemnitee (provided, that Purchaser and the applicable Indemnitee shall use commercially reasonable efforts to provide such information to the Securityholder Representative in a manner that does not adversely affect any such privilege, including by entering into customary joint defense agreements or similar arrangements), and (B) may participate in settlement negotiations with respect to the Third Party Claim provided, consent of the Securityholder Representative shall not be required for any settlement unless the settlement agreement requires the Securityholders to undertake any obligation other than pay money or keep such settlement confidential, in which case such additional obligation shall not be binding on the Indemnified Party Securityholders without the prior written consent of the Securityholder Representative (which consent shall not be indemnified pursuant to this Article IX unreasonably withheld), and (ii) the Indemnifying Person may not assume control of Securityholders shall reimburse the defense of any Action involving a Indemnitee promptly and periodically for all costs and expenses incurred in defending against the Third Party Claim for criminal liability or (including without limitation reasonable attorneys’ and experts’ fees and expenses and court and arbitration costs). For avoidance of doubt, the monetary obligations of the Securityholders under this Section 10.2(a) are subject to the limitations in which non-monetary equitable relief is sought against the Indemnified PartySection 10.4. (b) If In the Indemnifying Person determines to accept event of the defense assertion or commencement of such a Third Party ClaimClaim not within the parameters of Section 10.2(a), it shall Securityholder Representative will have the right, at the sole cost and expense of the Securityholders, to defend such the Indemnitee against the Third Party Claim with counsel of its own Securityholder Representative’s choice that is reasonably satisfactory to the Indemnified Person Indemnitee so long as (i) Securityholder Representative notifies the Indemnitee in writing within ten (10) days after the Indemnitee has given notice of the Third Party Claim that Securityholder Representative intends to undertake such defense, (ii) Securityholder Representative provides the Indemnitee with evidence reasonably acceptable to the Indemnitee that Securityholder Representative will have the financial resources to defend against the Third Party Claim and the Securityholders will have the financial resources to fulfill the Securityholders’ indemnification obligations hereunder, (iii) the Securityholder Representative conducts the defense of the Third Party Claim actively and diligently; and (iv) the counsel chosen by the Securityholder Representative does not have any conflict of interest in representing the interests of the Indemnitee. (c) So long as the Securityholder Representative is conducting the defense of the Third Party Claim in accordance with Section 10.2(b), (i) the Indemnitee may retain separate co-counsel and participate in the defense of the Third Party Claim at its own expensecost and expense (except as provided below), provided that, the Indemnified Person including being named co-counsel of record for purposes of accessing of confidential and highly confidential information and shall have the right to be represented by its own counsel at its own expensereceive copies of all pleadings, its participation notices and communications with respect to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of extent no privilege is thereby waived, (ii) the claim, then Indemnitee may participate in settlement negotiations with respect to the Indemnified Person may defend such Third Party Claim at Claim, and (iii) the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but Securityholder Representative will not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim unless (A) each affected Indemnitee consents thereto in writing (which does consent will not include as unreasonably be withheld) or (B) the settlement, compromise or consent includes an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability with respect to the claim in respect favor of such proceeding, claim each affected Indemnitee. (d) If the Securityholder Representative does not elect to assume control of or demand and (ii) an Indemnified Person shall not without otherwise participate in the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld defense or delayed, settle or compromise settlement of any such proceeding, claim or demandThird Party Claim, or if the Securityholder Representative does so elect but any of the conditions in Section 10.2(b) is or becomes unsatisfied, then, (i) the Indemnitee may defend against and consent to the entry of any judgmentjudgment or enter into any settlement with respect to the Third Party Claim, provided, however, that Securityholder Representative (A) shall have the right to receive copies of all pleadings, notices and communications with respect to the Third Party Claim so long as the receipt of such documents by the Securityholder Representative does not adversely affect any attorney-client privilege relating to the Indemnitee (provided, that Purchaser and the applicable Indemnitee shall use commercially reasonable efforts to provide such information to the Securityholder Representative in a manner that does not adversely affect any such privilege, including by entering into customary joint defense agreements or similar arrangements), and (B) may participate in settlement negotiations with respect to the Third Party Claim and the Indemnitee shall not enter into any settlement without the prior written consent of Securityholder Representative (which consent shall not be unreasonably withheld), and (ii) the Securityholders shall reimburse the Indemnitee promptly and periodically for all costs and expenses incurred in defending against the Third Party Claim (including without limitation reasonable attorneys’ and experts’ fees and expenses and court and arbitration costs). (e) No delay on the part of an Indemnitee in giving the Securityholder Representative notice of a Third Party Claim shall relieve any Securityholder from any obligation hereunder unless (and then solely to the extent) that the Securityholder is prejudiced thereby. (f) This Section 10.2 shall not apply to any claim relating to Taxes, which shall be governed solely by the provisions of Section 9.

Defense of Third Party Claims. Claims arising from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt In the event of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Third-Party Claim, the Indemnifying Person Equityholders’ Representative shall then have twenty thirty (2030) days (or such lesser time as may be necessary to advise comply with statutory response requirements for litigation claims that are included in such Third-Party Claims) from receipt of the Indemnified Person Indemnification Claim (the “Notice Period”) to notify the Indemnitee whether or not the Indemnifying Person accepts Equityholders will, at their sole cost and expense, defend the defense of Indemnitee against such claim, and the Indemnifying Person shall have no obligation . Notwithstanding any provision contained herein to the Indemnified Person for legal fees incurred by contrary, the Indemnified Person after the date of any assumption Equityholders’ Representative, on behalf of the defense by Equityholders, shall not have the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only right to assume control of such defense and shall pay the reasonable fees and expenses of counsel retained by the Indemnitee, if it acknowledges in writing to (i) the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for claim over which the Indemnified Party shall be indemnified pursuant Equityholders seek to this Article IX assume control (x) seeks non-monetary relief and (y) involves criminal or quasi-criminal allegations, or (ii) unless the Indemnifying Person may not assume control Equityholders’ Representative, on behalf of the defense Equityholders, has agreed in writing with the Indemnitee to pay any and all amounts payable in respect of any Action involving such Third-Party Claim. If the Equityholders’ Representative fails to appoint a Third lead counsel with 60 days following the receipt of notice of an Indemnification Claim or fails to defend such Proceeding with reasonable vigor, then after receipt of 10 days’ written notice of such fact by the Indemnitee, then the Indemnitee shall be entitled to employ one legal counsel to assume and control the defense, prosecution, negotiation and settlement of such Third-Party Claim at the expense of the Equityholders if it is determined that the Equityholders are responsible for criminal liability or a material portion of the Indemnification Claim hereunder (provided that the Equityholders shall have the right to appoint counsel to participate in which non-monetary equitable relief is sought against the Indemnified Partysuch proceeding at their sole expense). (b) If Subject to Section 11.4(a), in the Indemnifying Person determines to accept event that the defense Equityholders’ Representative notifies the Indemnitee within the Notice Period that the Equityholders acknowledge their indemnification obligations in respect of such Third Party Claimclaim under this Article 11 and will defend the Indemnitee against such claim then, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided thatexcept as hereinafter provided, the Indemnified Person Equityholders shall have the right to defend the Indemnitee by appropriate proceedings, which proceedings shall be represented promptly settled or prosecuted by the Equityholders’ Representative to a final conclusion in such a manner as to minimize the risk of the Indemnitee becoming subject to liability for any other significant matter. If the Indemnitee desires to employ its own counsel and/or participate in any such defense or settlement, it may do so at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) Except where the Equityholders’ Representative disputes the liability and/or the amount thereof of the Equityholders in a timely manner under this Section 11.4, the Equityholders shall be conclusively liable for the amount of any Loss resulting from such claim or defense. (d) The party controlling Indemnitee and the Equityholders’ Representative shall cooperate with each other in all reasonable respects in connection with the defense of a Third any Third-Party Claim may settle such Third in respect of which indemnification is sought hereunder. (e) No settlement of a Third-Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not be made without the Indemnified Person’s prior written consentconsent by or on behalf of the Indemnitee, settle if such settlement involves or compromise such proceeding, claim or demand, or consent to would result in any action by Indemnitee other than the entry payment of any judgment money which does not is paid in full by the Equityholders. Any settlement of a Third-Party Claim shall include as an unconditional term thereof releasing the delivery by the claimant or plaintiff to the Indemnified Person of a written release Indemnitee from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgmentasserted liability.

Defense of Third Party Claims. Claims arising from (a) In the event of the assertion or commencement by any Person of liability by third parties any claim or Action (whether against the Surviving Corporation, Parent, any of the Parent Subsidiaries or any other Person) with respect to which any of the Indemnitees may be entitled to indemnification, compensation, reimbursement or payment pursuant to this Article VIII, an Indemnitee shall promptly give the Stockholders’ Representative written notice of such claim or Action (each, a “Third Party Claim”) which shall be subject to Section 9.4(a(i) and the following terms and conditions: (a) Upon receipt state that such Indemnitee believes that that there is or has been an inaccuracy in or breach of a Notice of Claim delivered representation, warranty, covenant or obligation contained in accordance with Section 9.4(athis Agreement or that such Indemnitee is otherwise entitled to be held harmless, indemnified, compensated or reimbursed under this Article VIII, (ii) and relating to contain a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption description of the defense by circumstances supporting such Indemnitee’s belief that there is or has been such an inaccuracy or breach or that such Indemnitee may otherwise be entitled to be held harmless, indemnified, compensated or reimbursed and (iii) contain a good faith, non-binding, preliminary estimate of the Indemnifying Personaggregate dollar amount of actual and potential Damages that have arisen and may arise as a result of the inaccuracy, breach or other matter referred to in such notice; provided, however, that (iany failure on the part of an Indemnitee to so notify the Stockholders’ Representative shall not limit any of the Indemnitees’ rights to indemnification, compensation, reimbursement or payment under this Article VIII except as provided in Section 8.1(h) an Indemnifying Person may only assume control of such defense if it acknowledges in writing and except to the Indemnified Person that any extent such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept failure materially prejudices the defense of such Third Party Claim. (b) Within ten (10) business days of such written notice, it shall defend the Stockholders’ Representative may elect, by written notice delivered to Parent, to take all necessary steps to diligently contest any Third Party Claim referenced in Section 8.5(a). If the Stockholders’ Representative makes the foregoing election, Parent will have the right to participate at its own expense in all negotiations and proceedings relating to such Third Party Claim and the Stockholders’ Representative will provide Parent with counsel of its own choice that is reasonably satisfactory reasonable access to all relevant information and documentation relating to the Indemnified Person Third Party Claim and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Personprosecution or defense thereof. If the Indemnifying Person Stockholders’ Representative does not make such election within such period or fails to undertake diligently contest such Third Party Claim after such election, Parent shall be free to handle the prosecution or defense of any such Third Party Claim within twenty (20) days after and will permit the Indemnified Person has given written notice to the Indemnifying Person of the claimStockholders’ Representative, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person Stockholders’ Representative, to participate in such prosecution or defense and will provide the Stockholders’ Representative with reasonable access to all relevant information and documentation relating to the Third Party Claim and the Indemnifying Person prosecution or defense thereof. The party not in control of the prosecution or defense of a Third Party Claim will reasonably cooperate with the other party in the conduct of the prosecution or defense of such Third Party Claim. The Stockholders’ Representative will not compromise or settle any Third Party Claim without the written consent of Parent unless such compromise or settlement is solely for monetary Damages. Parent may still participate incompromise or settle any Third Party Claim without the written consent of the Stockholders’ Representative; provided, but however, that if such a Third Party Claim is settled without the Stockholders’ Representative’s consent, (i) the amount of the Third Party Claim shall not controlbe conclusive as to the amount of Damages the Indemnitees would be entitled to be held harmless or indemnified from and against, compensated for, reimbursed for or have paid with respect to such Third Party Claim and (ii) the fact of such settlement shall not be conclusive as to whether or not the Indemnitee would be entitled to be held harmless or indemnified from and against, compensated for, reimbursed for or have paid any Damages with respect to such Third Party Claim. (c) Notwithstanding the foregoing, if a Third Party Claim relates to any Intellectual Property Rights or other Intellectual Property issues, Parent shall have the right, at its election and without compromising the rights of any Indemnitee to indemnification, compensation, reimbursement or payment under this Article VIII, to retain control of the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not rather than cede control all significant decisions regarding of such Third Party Claims (including Claim to the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling Stockholders’ Representative, provided that if the defense resolution of a such Third Party Claim is finally determined in accordance with this Agreement to have resulted in a right to indemnification, compensation, reimbursement or payment under this Article VIII (and, for the avoidance of doubt, subject to the limitations contained in this Article VIII) in favor of any Indemnitee with respect to such Third Party Claim, Parent may compromise or settle such Third Party Claim on any terms which it may deem reasonablewithout the written consent of the Stockholders’ Representative; provided, provided thathowever, that if such a Third Party Claim is settled without the Stockholders’ Representative’s consent, (i) an Indemnifying Person the amount of the Third Party Claim shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent be conclusive as to the entry amount of any judgment which does not include as an unconditional term thereof Damages the delivery by the claimant Indemnitees would be entitled to be held harmless or plaintiff indemnified from and against, compensated for, reimbursed for or have paid with respect to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand Third Party Claim and (ii) an Indemnified Person the fact of such settlement shall not without be conclusive as to whether or not the Indemnifying Person’s prior written consentIndemnitee would be entitled to be held harmless or indemnified from and against, which consent will not be unreasonably be withheld compensated for, reimbursed for or delayed, settle or compromise have paid any Damages with respect to such proceeding, claim or demand, or consent to the entry of any judgmentThird Party Claim.

Defense of Third Party Claims. Claims arising from the assertion of liability If any claim or demand is asserted or initiated by third parties a Third Party (each, a “Third Party Claim”) against any Indemnified Party, and if such Indemnified Party intends to seek indemnification with respect thereto under this Article 9, such Indemnified Party shall promptly (and in any event, within fifteen (15) days thereof), after receipt of written notice thereof, provide written notice of such Proceeding to the Party or Parties from whom the Indemnified Party intends to seek indemnification (which in the case of a claim under Section 9.2(a), shall be the Representative, which shall act for and on behalf of Sellers for all purposes thereto under this Section 9.6), in the case of a claim under Section 9.2(b), shall be the applicable Seller, and in the case of a claim under Section 9.3, shall be Buyer (the “Responsible Party”), which notice shall describe such claim in reasonable detail and the amount claimed in respect thereof (if known and quantifiable); provided, that the failure to so notify a Responsible Party shall not relieve such Responsible Party of its obligations hereunder unless and to the extent the Responsible Party shall be prejudiced by such failure to so notify. A Responsible Party shall be entitled to participate in the defense of any Third Party Claim Proceeding giving rise to an Indemnified Party’s claim for indemnification at such Responsible Party’s expense, and at its option (subject to Section 9.4(athe limitations set forth below) and shall be entitled to assume the following terms and conditionsdefense thereof by appointing counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense within thirty (30) days of its receipt of notice of the Proceeding; provided, that prior to the Responsible Party assuming control of such defense, it shall demonstrate to the Indemnified Party in writing such Responsible Party’s financial ability to provide full indemnification to the Indemnified Party with respect to such Proceeding (including the ability to post any bond required by the court or adjudicative body before which such Proceeding is taking place) and, subject to the limitations set forth herein, agree in writing to be fully responsible for all Damages relating to such Proceeding (subject only to the limitations in this Article 9); provided, further, that: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts Party shall be entitled to participate (at its sole cost) in the defense of such claimProceeding and to employ counsel of its choice for such purpose (it being understood and agreed, for the avoidance of doubt, that any reasonable fees and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees expense of counsel incurred by the Indemnified Person after Party prior to the date of any assumption of that the Responsible Party assumes the defense by of such Proceeding shall be indemnified Damages hereunder, subject to this Article 9); (b) the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only Responsible Party shall not be entitled to assume control of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person but shall have the right to be represented participate fully in such defense by its own retaining counsel at its own sole expense, its participation if (i) the Proceeding or claim for indemnification relates to or arises in connection with any criminal Proceeding, action, indictment, allegation or investigation, (ii) the Third Party in the Proceeding seeks an injunction or equitable relief against the Indemnified Party, (iii) the Indemnified Party is a Buyer Indemnified Party and the claim related to such Proceeding alleges or involves facts or circumstances that reasonably could be subject expected to reasonable direction result in suspension or debarment of Buyer, the Company or any of their Affiliates by a Governmental Entity, or (iv) in the written opinion of counsel for a conflict of interest exists between the Indemnifying Person. If Responsible Party and the Indemnifying Person fails Indemnified Party, (v) the Responsible Party failed or is failing to undertake vigorously (given the nature of the Proceeding) and in good faith prosecute or defend such Proceeding; (c) if the Responsible Party shall control the defense of any such Third claim, the Responsible Party Claim within twenty shall not be required to pay for more than one counsel (20plus any appropriate local counsel) days after for all Indemnified Parties in connection with the any claim; and (d) The Responsible Party and Indemnified Person has given Party shall obtain the prior written notice to the Indemnifying Person consent of the claimother (such consent not to be unreasonably withheld, then the Indemnified Person may conditioned, or delayed) before entering into any settlement of a claim or ceasing to defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, claim unless (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consentsettlement involves only payment of money damages, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an all such money damages will be the responsibility of, and paid by, the Party proposing the settlement, (iii) the settlement does not impose any injunction or other equitable relief and contains no admission of wrongdoing, and (iv) the settlement contains legally binding, unconditional and irrevocable releases of the Indemnified Person shall not without Party and the Indemnifying Person’s prior written consentResponsible Party, which consent will not be unreasonably be withheld or delayedin each case if a named party in such claim, settle or compromise any from all Liabilities with respect to such proceeding, claim or demand, or consent to the entry of any judgmentclaim.

Defense of Third Party Claims. Claims arising from (a) A party seeking indemnification hereunder in connection with a claim by any Person other than the assertion of liability by third parties Indemnified Party (each, a “Third Third-Party Claim”) shall be provide prompt notice of such Third-Party Claim to Parent (in the case of an indemnification claim from an Equityholder Indemnitee) or the Equityholder Representative (in the case of an indemnification claim from a Parent Indemnitee), as applicable, which notice describes in reasonable detail such Third-Party Claim and includes copies of all material written correspondence received by such party in connection therewith; provided that the failure to provide such notice shall not affect an Indemnifying Party’s obligations under this Article VII except and only to the extent that an Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have the right, subject to Section 9.4(athe consent rights of any insurer or any other limitations in the R&W Insurance Policy, in its discretion and at its expense, to participate in and control the defense or settlement of such Third-Party Claim; provided that the Indemnifying Party may control the defense or settlement of such Third-Party Claim only if (i) the claim does not seek an injunction or other equitable relief; (ii) the claim does not involve criminal allegations, a Governmental Authority, or any material supplier, customer, or other partner to the business conducted by the Company Group; (iii) the Indemnifying Party admits that such Third-Party Claim is indemnifiable pursuant to this Article VII and the following terms and conditions: amount of such Third-Party Claim is less than the amount of the then-available Indemnity Escrow Funds (aexcluding other pending claims); (iv) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third such Indemnifying Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts assumes the defense of such claim, and Third-Party Claim within thirty (30) days of receipt by the Indemnifying Person shall have no obligation Party of notice of such Third-Party Claim and a reasonable description of such Third-Party Claim; (v) such Indemnifying Party conducts the defense of the Third-Party Claim diligently; (vi) the Indemnifying Party is not a party to the Indemnified Person Third-Party Claim or outside counsel for legal fees incurred the Indemnifying Certain confidential information contained in this document, marked by [*****], has been omitted because Sportradar Holding AG (the Indemnified Person after “Company”) has determined that the date information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. Party has determined in good faith that there would be no conflict of any interest or other inappropriate matter associated with joint representation; and (vii) in the case of a claim against a Parent Indemnitee, the assumption of the defense by would not cause any Parent Indemnitee to lose coverage under the R&W Insurance Policy. If the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only assume control Party assumes the defense of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Third-Party Claim constitute Losses for which Claim, (A) the Indemnified Party shall be indemnified pursuant entitled, at its own cost and expense, to this Article IX participate in the defense of such Third-Party Claim and to employ separate counsel of its choice for such purpose and (iiB) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against shall keep the Indemnified PartyParty apprised of all developments, including settlement offers, with respect to the Third-Party Claim. (b) If Whether or not the Indemnifying Person determines to accept Party shall have assumed the defense of such Third a Third-Party Claim, it neither party shall defend such Third admit to any Liability with respect to, consent to the entry of any judgment, or settle, compromise or discharge, any Third-Party Claim with counsel for which indemnity is sought without the prior written consent (not to be unreasonably withheld, delayed or conditioned) of its own choice the other party; provided, that is reasonably satisfactory an Indemnified Party shall have no obligation of any kind to consent to the entrance of any judgment or into any settlement unless such judgment or settlement (i) is for only money damages, the full amount of which shall be paid by the Indemnifying Party and (ii) includes, as a condition thereof, an express, unconditional release of the Indemnified Person and at its own expenseParty from any liability or obligation with respect to such Third-Party Claim; provided, provided further, that, notwithstanding the Indemnified Person foregoing, such consent shall have the right to be represented by its own counsel at its own expensesubject, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice in all cases, to the Indemnifying Person terms (including any right of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost insurer to consent) of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto)R&W Insurance Policy. (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on If any terms which it may deem reasonable, provided thatcondition in Section 7.5(a) is or becomes unsatisfied, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consentParty may defend against, settle or compromise such proceeding, claim or demand, or and consent to the entry of any judgment which does not include as an unconditional term thereof or, subject to Section 7.5(b), enter into any settlement with respect to, the delivery by the claimant or plaintiff to Third-Party Claim in any manner it may deem appropriate (and the Indemnified Person of a written release from all liability in respect of such proceedingParty need not consult with, claim or demand and (ii) an Indemnified Person shall not without obtain any consent from, the Indemnifying Person’s prior written consentParty in connection therewith); provided that, which if the Indemnifying Party has not provided its consent will (not to be unreasonably be withheld withheld, delayed or delayedconditioned), settle or compromise any such proceeding, claim or demand, or consent to the entry of judgment or settlement agreement shall not be conclusive, in and of itself, of any judgmentobligation of the Indemnifying Party under this Article VII, and (ii) to the extent the Indemnifying Party is liable for such Losses under this Article VII, the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer, sustain or become subject to, as result of, arising out of, relating to or in connection with the Third-Party Claim to the fullest extent provided in this Article VII. This Section 7.5 shall not apply to Tax Contests which shall be governed by Section 6.6(d).

Defense of Third Party Claims. Claims arising from Should any claim be made or suit or proceeding be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is entitled to recovery under this Article IX (including, without limitation, any claim by the assertion Internal Revenue Service or the United States Department of liability by third parties Labor) (each, a “"Third Party Claim”) "), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, Such Indemnitee shall give the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, Shareholders' Representative and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date Escrow Agent written notice of any assumption of the defense by the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which within thirty (30) days after receipt by Indemnitee of notice thereof, and the Indemnified Party shall be indemnified pursuant Shareholders' Representative may, subject to this Article IX and (ii) the Indemnifying Person may not assume prior written consent of Finisar, undertake control of the defense thereof by counsel of any Action involving a Third Party Claim for criminal liability his own choosing reasonably acceptable to Indemnitee. Indemnitee may participate in the defense through its own counsel at its own expense. If, however, Shareholders' Representative fails or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines refuses to accept undertake the defense of such Third Party ClaimClaim within fifteen (15) days after written notice of such claim has been delivered to the Representative by Indemnitee, it Indemnitee shall defend have the right to undertake the defense, compromise and, subject to Section 9.5, settlement of such Third Party Claim with counsel of its own choice choosing. In the circumstances described in the preceding sentence, Indemnitee shall, within fifteen (15) days of its assumption of the defense of such Third Party Claim, make an Indemnification Claim as specified in Section 9.3(b), which shall be deemed an Indemnification Claim that is reasonably satisfactory not a Third Party Claim for the purposes of the procedures set forth herein. Failure of Indemnitee to furnish written notice to the Indemnified Person Shareholders' Representative or the Escrow Agent shall not release the Shomiti Shareholders from their obligations hereunder, except to the extent they are prejudiced by such failure. (b) Indemnitee and at its own expensethe Shareholders' Representative shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, provided that, the Indemnified Person shall have the right including making available records relating to such claim and furnishing employees of Indemnitee as may be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel reasonably necessary for the Indemnifying Person. If the Indemnifying Person fails to undertake preparation of the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice or for testimony as witness in any proceeding relating to the Indemnifying Person of the such claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling No settlement by Indemnitee of a Third Party Claim shall be made without the prior written consent by or on behalf of the Shareholders' Representative, which consent shall not be unreasonably withheld or delayed. If the Shareholders' Representative has assumed the defense of a Third Party Claim may settle as contemplated by this Section 9.4, no settlement of such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not be made by the Shareholders' Representative without the Indemnified Person’s prior written consent, settle consent by or compromise such proceeding, claim or demand, or consent to the entry on behalf of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consentIndemnitee, which consent will shall not be unreasonably be withheld or delayed, settle or compromise . In the event that the Shareholders' Representative has consented to the specific terms of any such proceedingsettlement, claim including, but not limited to, the dollar amount of such settlement, neither the Shomiti Shareholders nor the Shareholders' Representative shall have any power or demand, authority to object under the objection procedures set forth in the Escrow Agreement or consent any provision of this Agreement to the entry amount of any judgmentclaim by Finisar for indemnity to the extent it is consistent with the specific terms of such settlement to which the Shareholders' Representative has consented.

Defense of Third Party Claims. Claims arising from In the event of the assertion or commencement by any Person of liability by third parties any claim or Legal Proceeding (eachwhether against the Surviving Corporation, a “Third Party Claim”any Acquired Company, Parent or any other Person) with respect to which any Effective Time Holder may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to Section 9, Parent shall have the right, at its election, to control and proceed with the defense of such claim or Legal Proceeding with counsel reasonably satisfactory to the Securityholders’ Agent (and for this purpose, it is acknowledged and agreed that Weil, Gotshal & ▇▇▇▇▇▇ is satisfactory to the Securityholders’ Agent), and the Securityholders’ Agent shall be subject entitled, at its expense, to Section 9.4(a) and participate in, but not to determine or conduct, the following terms and conditionsdefense of such third party claim. If Parent so proceeds with the defense of any such claim or Legal Proceeding: (a) Upon receipt subject to the other provisions of a Notice of Claim delivered in accordance with Section 9.4(a) and 9, all reasonable expenses relating to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, claim or Legal Proceeding shall be borne and paid exclusively by the Indemnifying Person Effective Time Holders; (b) each Effective Time Holder shall make available to Parent any documents and materials in such Effective Time Holder’s possession or control that may be necessary to the defense of such claim or Legal Proceeding; and (c) Parent shall have no obligation the right to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Personsettle, adjust or compromise such claim or Legal Proceeding; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that Parent settles, adjusts or compromises any such Losses that may claim or Legal Proceeding without the consent of the Securityholders’ Agent, such settlement, adjustment or compromise shall not be assessed against conclusive evidence of the Indemnified Person amount of Damages incurred by the Indemnitee in connection with such Third Party Claim constitute Losses for which claim or Legal Proceeding (it being understood that if Parent requests that the Indemnified Party shall be indemnified pursuant Securityholders’ Agent consent to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability settlement, adjustment or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided thatcompromise, the Indemnified Person Securityholders’ Agent shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Personnot unreasonably withhold or delay such consent). If the Indemnifying Person fails Parent does not elect to undertake proceed with the defense of any such Third Party Claim within twenty (20) days after claim or Legal Proceeding, the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person Securityholders’ Agent may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, proceed with the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demandLegal Proceeding with counsel reasonably satisfactory to Parent; provided, or consent to however, that the entry of any judgment which does Securityholders’ Agent may not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceedingsettle, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle adjust or compromise any such proceeding, claim or demandLegal Proceeding without the prior written consent of Parent (which consent may not be unreasonably withheld or delayed). Parent shall give Securityholders’ Agent prompt notice of the commencement of any such Legal Proceeding against Parent, Merger Sub or consent the Company; provided, however, that any failure on the part of Parent to so notify the Securityholders’ Agent shall not limit any of the obligations of the Effective Time Holders under Section 9 (except to the entry extent such failure materially prejudices the defense of such Legal Proceeding). If Parent proceeds with the defense of any judgmentsuch claim or Legal Proceeding as contemplated under this Section 9.5, upon the request of Parent, Securityholders’ Agent hereby agrees to instruct the Escrow Agent to pay to Parent from the Escrow Amount an amount equal to the reasonable expenses of Parent relating to the defense of such claim or Legal Proceeding as such expenses are incurred by Parent (regardless of the provisions of Section 9.6).

Defense of Third Party Claims. Claims arising from (a) Subject to the assertion provisions hereof, the Indemnitor on behalf of liability by third parties (eachthe Indemnitee shall have the right, a “Third but not the obligation, to elect to defend any Third-Party Claim”, and the costs and expenses incurred by the Indemnitor in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be subject paid by the Indemnitor, provided that the Indemnitor acknowledges in writing its indemnification obligations to Section 9.4(a) and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating Indemnitee. Notwithstanding any provision contained herein to a Third Party Claimthe contrary, the Indemnifying Person Indemnitor shall then not have twenty (20) days the right to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only assume control of such defense and shall pay the reasonable costs and expenses incurred by the Indemnitee, if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for claim over which the Indemnified Party shall be indemnified pursuant Indemnitor seeks to this Article IX and assume control (i) seeks non-monetary relief, (ii) the Indemnifying Person may not assume control involves criminal allegations, (iii) involves a material customer of the defense Company, (iv) involves a material supplier of any Action involving the Company, (v) involves a Third Party Claim claim that, upon petition by the Indemnitee, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend or (vi) involves a claim that is reasonably expected to result in Liability to the Indemnitee in excess of the amount then available for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Partyindemnification under this ARTICLE XI. (b) The Indemnitee shall give prompt written notice of any Third-Party Claim (a “Notice of Claim”) to the Indemnitor; provided, that the failure to give prompt Notice of Claim shall not limit or reduce the Indemnitee’s right to indemnity hereunder unless (and then only to the extent that) the Indemnitor is prejudiced thereby. (c) If the Indemnifying Person determines Indemnitor has the right to accept and does elect to defend any Third-Party Claim, the Indemnitor shall: (i) notify Indemnitee within 15 days of receipt of the Notice of Claim that it will defend such Third-Party Claim; (ii) conduct the defense of such Third-Party Claim with reasonable diligence and act affirmatively to keep the Indemnitee reasonably informed of material developments in the Third-Party Claim at all stages thereof; (iii) promptly submit to the Indemnitee copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iv) promptly respond to all reasonable requests by Indemnitee relating thereto and otherwise permit the Indemnitee and its counsel to participate in, but not control, the conduct of the defense thereof; and (v) to the extent practicable in the circumstances, permit the Indemnitee and its counsel an opportunity to review and comment upon all legal papers to be submitted prior to their submission. Seller and Buyer will make available to each other and each other’s counsel and accountants, and Buyer will cause the Company to make available to Seller and the applicable Seller’s counsel and accountants, without charge, all of its or their non-privileged books and records relating to the Third-Party Claim, and each Party will render to the other Party such assistance as may be reasonably required in order to insure the proper and adequate defense thereof and shall furnish such non-privileged records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the other Party in connection therewith. The Indemnitor and the Indemnitee shall use their reasonable best efforts to avoid production of confidential information (consistent with Legal Requirements and subject to a Party’s right to waive its own privilege), and seek to cause all communications among employees, counsel and others representing any Party to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. Once the Indemnitor has made the election to defend as set forth above, the Indemnitee shall have the right to participate in any such defense and to employ separate counsel of its choosing at its sole cost and expense, unless the Indemnitor does not actually promptly assume the defense thereof following notice of such election, in which case the costs and expenses of counsel of Indemnitee shall be paid by the Indemnitor. Notwithstanding the foregoing, if (i) the Indemnitee elects to pursue one or more defenses or counterclaims available to it that are inconsistent with one or more of those that are being pursued by the Indemnitor in respect of such Third Party Claim or any litigation relating thereto in order to maintain the business goals and/or relationships of such Indemnitee, (ii) the Indemnitee is requested by the Indemnitor to participate in the defense or counterclaim as a principal or otherwise substantially engage in the management or conduct of the defense or counterclaim, or (iii) in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitee and the Indemnitor that would make such separate representation advisable, then the Indemnitee may participate in the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel and the Indemnitor will reimburse the Indemnitee for the reasonable legal and other expenses of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of one law firm as counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, Indemnitee in the defense of such Third Party Claim at Claim, together with the Indemnifying Person’s sole cost reasonable legal and expenseother expenses of a separate local law firm in each applicable jurisdiction. (d) If the Indemnitor fails or refuses to provide the defense notice within 15 days after receipt of a Notice of Claim, such participation to include the Indemnitee shall have the right to participate in but undertake the defense, compromise and settlement of such claim with counsel of its own choosing; provided, however, that the Indemnitee shall not control all significant decisions regarding settle any claim without the written consent of Indemnitor, such Third Party Claims consent not be unreasonably withheld, conditioned or delayed. (including e) If the Indemnitor has the right to participate in but and does elect to defend any Third-Party Claim, the Indemnitor shall not control have the right to enter into any settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Third-Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not the Indemnitee’s behalf without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to of the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consentIndemnitee, which consent will not be unreasonably withheld, conditioned or delayed unless (i) in the case of a claim by a Buyer Indemnified Person, the settlement amount does not exceed the amount then available for indemnification under this ARTICLE XI (after taking into account any other outstanding claims) from which such claim shall be withheld paid, (ii) such settlement does not involve any finding or delayedadmission of any violation of law or any injunctive or other form of non-monetary relief binding upon the Indemnitee or any of its Affiliates, settle or compromise any such proceedingofficers, claim or demanddirectors and agents, or consent other than reasonable and customary confidentiality obligations related to the entry terms of such settlement, and (iii) such settlement expressly and unconditionally releases the Indemnitee and its Affiliates and such other Persons from all liabilities and obligations with respect to such claim, and includes the giving by the claimant to the Indemnitee of a release in respect thereof, in form and substance reasonably satisfactory to the Indemnitee, from any judgmentfurther Liability and Damages, at law, in equity or otherwise.

Defense of Third Party Claims. Claims arising from If either Party hereto or such Party's other indemnitees described in Section 9.2 or 9.3 (each an "Indemnitee") receives notice or otherwise obtains knowledge of any third party claim or other matter with respect to which the assertion of liability by third parties other Party hereto (eachthe "Indemnifying Party") may become obligated to hold harmless or indemnify the Indemnitee hereunder, a “Third Party Claim”) then the Indemnitee shall be subject promptly deliver to Section 9.4(a) and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, the Indemnifying Person Party a written notice describing such matter in reasonable detail and specifying the estimated amount of the Damages that may be incurred by the Indemnitee in connection therewith. The Indemnifying Party shall then have twenty (20) days the right, at its option, to advise the Indemnified Person whether the Indemnifying Person accepts assume the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of matter at its own choice that expense and with its own counsel, provided such counsel is reasonably satisfactory to the Indemnified Person Indemnitee. If the Indemnifying Party elects to assume the defense of such matter, (i) notwithstanding anything to the contrary contained herein, the Indemnifying Party shall not be required to pay or otherwise indemnify the -35- 42 Indemnitee against any attorneys' fees or other expenses incurred on behalf of the Indemnitee in connection with such matter following the Indemnifying Party's election to assume the defense of such matter, (ii) the Indemnitee shall fully cooperate as reasonably requested by the Indemnifying Party in the defense or settlement of such matter, (iii) the Indemnifying Party shall keep the Indemnitee informed of all material developments and events relating to such matter and (iv) the Indemnitee shall have the right to participate, at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, in the defense of such Third Party Claim at matter. In no event will the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control be liable for any settlement discussions or admission of liability with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle to such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not matter without the Indemnified Person’s its prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgment.

Defense of Third Party Claims. Claims arising from If any action, suit or proceeding is brought against the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject Indemnified Person with respect to Section 9.4(a) and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, which the Indemnifying Person shall then may have twenty (20) days liability to advise indemnify hereunder, the Indemnified Person whether action, suit or proceeding shall, upon the written agreement of the Indemnifying Person accepts the defense of such claimPerson, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense be defended (including all proceedings on appeal) by the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the . The Indemnified Person shall have the right to be represented by employ its own counsel in any such case, with the fees and expenses of such shall be at its own expense, its participation to be subject to reasonable direction the expense of such Indemnified Person unless (i) the employment of such counsel for the Indemnifying Person. If shall have been authorized in writing by the Indemnifying Person fails to undertake in connection with the defense of any such Third Party Claim action, suit or proceeding, (ii) the Indemnifying Person shall not have agreed, within twenty ten (2010) days after the notice to it provided in Section 10.6(a) above, that it is obligated to indemnify under the Indemnity agreements contained in Sections 10.3 or 10.4, (iii) the Indemnified Person has given written notice shall have reasonably concluded that such action, suit or proceeding involves to a significant extent matters beyond the scope of the indemnity agreement contained in Sections 10.3 or 10.4, or that there may be defenses available to it which are different from or additional to those available to the Indemnifying Person Person, in any of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of which events the Indemnifying Person and shall not have the Indemnifying Person may still participate in, but not control, right to direct the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expenseaction, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense suit or proceeding on behalf of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect and that portion of such proceeding, claim or demand fees and (ii) an Indemnified Person shall not without expenses reasonably related to matters covered by the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgment.indemnity agreement contained in Sections 10.3 or

Defense of Third Party Claims. Claims arising from Any Person making a claim for indemnification under Section 8.02 or Section 8.03 (an “Indemnitee”) will notify the assertion indemnifying party (an “Indemnitor”) and the Representative (on behalf of liability the Stockholders), if applicable, of the claim in writing promptly after receiving written notice of any Legal Proceeding, investigation or other claim against it by a third parties party (each, a “Third Party Claim”) shall be subject to Section 9.4(a) and or becoming aware of the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating facts giving rise to a Third Party Claim (provided that the failure to so notify shall not relieve the Indemnitor of its obligations hereunder, except to the extent (and only to the extent) that such Indemnitor is actually prejudiced thereby), stating in reasonable detail the nature of and factual basis for the Third Party Claim, the Indemnifying Person shall then have twenty amount thereof (20if known and quantifiable, or if not known, a good faith and reasonable estimate thereof) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation provisions of this Agreement upon which such claim for indemnification is made. Any Indemnitor will be entitled to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges participate in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim giving rise to an Indemnitee’s claim for indemnification at the Indemnifying Personsuch Indemnitor’s sole cost and expense, and at its option will be entitled to assume and control the defense thereof by appointing a reputable counsel to be the lead counsel in connection with such participation defense. Notwithstanding the foregoing, the Indemnitor will not be entitled to include the right to participate in but not assume and control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a any Third Party Claim may settle Claim: (i) consisting of a criminal or quasi-criminal Legal Proceeding, investigation or other claim, (ii) primarily seeking an injunction or other equitable relief against the Indemnitee or (iii) taking into account all other pending claims for indemnification and the provisions of this Article VIII, the Losses with respect to such Third Party Claim on in the event of an adverse determination would reasonably be expected to exceed the then remaining Holdback Funds. The Indemnitee will be entitled to participate in the defense of any terms Third Party Claim, and to employ counsel of its choice for such purpose, for which it may deem reasonablethe Indemnitor has exercised its option to assume and control the defense, provided thatthat the fees and expenses of such separate counsel will be borne by the Indemnitee unless (A) there are legal defenses available to an Indemnitee that are different from or additional to those available to the Indemnitor, (iB) an Indemnifying Person shall not without there exists a conflict of interest between the Indemnified Person’s Indemnitor and the Indemnitee or (C) the Indemnitor has failed to diligently pursue the defense and employ counsel. If the Indemnitor will control the defense of any such claim then the Indemnitor will be entitled to settle such claim; provided that the Indemnitor will obtain the prior written consent, settle or compromise such proceeding, claim or demand, or consent to of the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and Indemnitee (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably withheld, delayed or conditioned) before entering into any settlement of a Third Party Claim or ceasing to defend such claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be withheld imposed against the Indemnitee or delayedif such settlement does not expressly and unconditionally release the Indemnitee from all liabilities and obligations with respect to such claim, except for payments that would be required to be paid by Parent representing the Threshold. Whether or not the Representative has assumed the defense of a claim hereunder, the Parent Indemnified Parties will obtain the prior written consent of the Representative before entering into any settlement of a Third Party Claim or ceasing to defend such claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Parent Indemnified Parties or if such settlement does not expressly and unconditionally release the Parent Indemnified Parties from all liabilities and obligations with respect to such claim, except for payments that would be required to be paid by Parent representing the Threshold. If the Indemnitor chooses to defend any Third Party Claim, the Indemnitee and its Affiliates, and their respective officers, directors, employees, agents and representatives, will cooperate in good faith in the defense or prosecution of such Third Party Claim. Such cooperation will include the retention and (upon the Indemnitor’s request) the provision to the Indemnitor of records and information which are reasonably relevant to such Third Party Claim, and making employees and other representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Representative (on behalf of the Stockholders) will act on behalf of all Indemnitors in the case of all Third Party Claims with respect to which a Parent Indemnified Party is seeking indemnification under Section 8.02 (with each Stockholder responsible for its portion of Representative’s costs and expenses in undertaking such representation (determined on a pro rata basis according to each such Person’s Common Percentage)); provided that the fees and expenses of the Representative will be reimbursed from any Holdback Funds ultimately paid to the Stockholders. Notwithstanding anything in this Agreement to the contrary, the Representative shall have the right to assume and control the defense of all Third Party Claims with respect to Dissenting Shares and shall have the right to settle or compromise any such proceedingThird Party Claims with respect to Dissenting Shares in its sole discretion without any consent of the Parent Indemnified Parties, claim or demand, or consent so long as there are sufficient Holdback Funds then remaining to the entry of any judgmentcover all such Losses.

Defense of Third Party Claims. Claims arising from (a) In the event of the assertion of liability any claim or the commencement by third parties any Person of any Proceeding with respect to which an Indemnifying Party may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnified Party pursuant to this Article VI (each, a “Third Party Claim”) ), Purchaser or Seller, as applicable, shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third Party Claim, give the Indemnifying Person shall then have twenty (20) days to advise Party prompt notice of the commencement of any such Claim against an Indemnified Person whether the Indemnifying Person accepts the defense of such claimParty, and such notice shall describe the Indemnifying Person Claim in reasonable detail, shall include copies of all material written evidence thereof, and shall indicate the estimated amount, if reasonably practicable, of the indemnifiable Damages that have no obligation to the Indemnified Person for legal fees incurred been or may be sustained by the Indemnified Person after the date of any assumption of the defense by the Indemnifying PersonParty; provided, however, that any failure on the part of Purchaser or Seller, as applicable, to so notify the Indemnifying Party 39 shall not limit any of the obligations of the Indemnifying Party under this Article VI (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing except to the Indemnified Person that any extent such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of failure materially prejudices the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Partysuch Proceeding). (b) If Except as otherwise provided in this Agreement, the Indemnifying Person determines Party shall have the right, at its election, and in its sole cost and expense, to accept assume the defense of such Third Party ClaimClaim on its own, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to and the Indemnified Person and Party shall reasonably cooperate in good faith in such defense. The Indemnified Party shall have the right, at its own cost and expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake participate in the defense of any such Third Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Claim or fails to notify the Indemnified Party in writing of its election to defend within twenty thirty (2030) days after receiving notice from the Indemnified Person has given written notice Party, the Indemnified Party may pay, compromise, defend such Claim and seek indemnification for any and all indemnifiable Damages (including, to the extent applicable, the costs and expenses incurred by the Indemnified Party in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs)) based upon, arising from or relating to such Claim. Seller and Purchaser shall reasonably cooperate with each other in connection with the defense of any Claim, including making available (subject to the provisions of Section 5.3) records relating to such Claim. Notwithstanding any other provision of this Agreement, in the event that the Indemnifying Person Party assumes the defense of any such Claim, then the Indemnifying Party shall not enter into settlement of any such Claim without the prior written consent of the claimIndemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section 6.6. Notwithstanding any other provision of this Agreement, in the event that the Indemnified Party assumes the defense of any Claim, then the Indemnified Person may defend such Third Party shall not enter into settlement of any Claim at without the sole cost prior written consent of the Indemnifying Person Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section 6.6. The party undertaking the defense, compromise or settlement of the Claim will keep the other party reasonably informed of the progress of any such defense, compromise or settlement, and such other party shall reasonably cooperate (at its own expense) in the Indemnifying Person may still participate ininvestigation, but not control, the trial and defense of such Third Party Claim at and any appeal arising therefrom. To the Indemnifying Person’s sole cost extent that there is an inconsistency between this Section 6.6 and expenseSection 5.6 as to any Tax matter, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto)provisions of Section 5.6 shall control. (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgment.

Defense of Third Party Claims. Claims arising from the assertion With respect to each third party claim, including claims of liability by third parties Governmental Authorities, subject to this Article X (each, a “Third Party Claim”), the party seeking indemnification (the “Indemnified Party”) shall be subject give prompt written notice to Section 9.4(athe indemnifying party (the “Indemnifying Party”) of the Third Party Claim, provided that failure to give such notice promptly shall not relieve or limit the obligations of the Indemnifying Party except to the extent the Indemnifying Party is materially prejudiced thereby. Except for Third Party Claims arising in whole or in part from Environmental Laws, if the remedy sought in the Third Party Claim is solely money damages and the following terms Indemnifying Party agrees in writing to pay the claim without regard to any indemnity limitations herein and conditions: reasonably demonstrates that it has the financial capacity to pay for such Third Party Claim or if the Indemnified Party otherwise permits, then the Indemnifying Party, at its sole cost and expense, may, upon notice to the Indemnified Party, within thirty (a30) Upon receipt days after the Indemnifying Party receives written notice of a Notice the Third Party Claim, of Claim delivered its acknowledgement of liability for the claim and desire to assume the defense thereof, assume the defense of the Third Party Claim. The Indemnifying Party shall have the right to assume the defense of Third Party Claims arising in accordance with Section 9.4(a) whole or in part from Environmental Laws or the generation, transportation, storage, disposal, handling or other disposition of Materials of Environmental Concern without regard to whether the claim is solely for money damages if the Indemnifying Party agrees in writing to pay the claim without regard to any indemnity limitations herein and relating reasonably demonstrates that it has the financial capacity to pay for such Third Party Claim. If it assumes the defense of a Third Party Claim, then the Indemnifying Person Party shall then have twenty (20) days give written notification to advise the Indemnified Person whether Party of its election to defend the Indemnifying Person accepts claim and its acknowledgement of liability for the claim and shall have sole control over, and shall assume all expenses with respect to, the defense or settlement of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant entitled to this Article IX participate in (but not control) the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; and (ii) the Indemnifying Person may not assume control Party shall obtain the prior written approval of the defense Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of any Action involving such claim, if pursuant to or as a Third Party Claim for criminal liability result of such settlement, an operations and maintenance plan, deed restriction, environmental covenant, injunction or in which non-monetary other equitable relief is sought would be imposed against the Indemnified Party. . The Indemnifying Party shall, to the extent reasonably practicable, provide the Indemnified Party with thirty (b30) If days prior notice before it consents to a settlement of, or the entry of a judgment arising from, any Third Party Claim. Subject to the exception for Third Party Claims arising in whole or in part from Environmental Laws or the generation, transportation, storage, disposal, handling or other disposition of Materials of Environmental Concern, with respect to Third Party Claims in which the remedy sought is not solely money damages and the Indemnified Party does not permit the Indemnifying Person determines Party to accept assume the defense defense, the Indemnifying Party shall, upon notice to the Indemnified Party within fifteen (15) days after the Indemnifying Party receives notice of such the Third Party Claim, it shall defend such Third Party Claim be entitled to participate in the defense with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake Party does not assume the defense of any such Third Party Claim within twenty (20) days after in accordance with the Indemnified Person has given written notice to the Indemnifying Person terms of the claimthis Section 10.3, then the Indemnifying Party shall be bound by the results obtained by the Indemnified Person may defend such Party with respect to the Third Party Claim. The Parties shall cooperate in the defense of any Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense relevant records of such Third each Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto)shall be made available on a timely basis. (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgment.

Defense of Third Party Claims. Claims arising from (a) In the event of the assertion or commencement by any third party of liability by third parties any claim or Legal Proceeding (eachwhether against the Surviving Corporation, any Acquired Company, Parent or any other Person) (each claim and/or Legal Proceeding, a “Third Party Claim”) with respect to which any Non-Dissenting Equityholder may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to this Section 9 (such Non-Dissenting Equityholder for purposes of this Section 9.5, an “Indemnifying Party”), the Indemnitee shall be subject to Section 9.4(a) and with reasonable promptness notify the following terms and conditions: (a) Upon receipt Securityholders’ Agent of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a such Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; provided, however, that (i) an the failure so to notify the Securityholders’ Agent shall not relieve the Indemnifying Person may only assume control Parties of such defense if it acknowledges in writing their obligations under this Agreement, except to the Indemnified Person extent the Securityholders’ Agent demonstrates that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability such claim or in which non-monetary equitable relief demand is sought against the Indemnified Partymaterially prejudiced thereby. (b) If The Securityholders’ Agent shall have 30 days from receipt of the above notice from the Indemnitee (as used in this Section 9.5, the “Notice Period”) to notify the Indemnitee whether or not the Securityholders’ Agent desires, at the Indemnifying Person determines Party’s sole cost and expense, and subject to the Indemnifying Party’s written agreement to accept full responsibility for indemnification and payment of any Damages with respect to such Third Party Claim, to assume the defense of such Third Party Claim, if it is entitled to assume such defense; provided, that the Indemnitee is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall defend deem necessary or appropriate to protect its interests or those of the Indemnifying Party. Notwithstanding the foregoing, the assumption of defense of any such matters by the Securityholders’ Agent shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification hereunder; provided, further, that the option to assume the defense shall not be available to the Securityholders’ Agent for Third Party Claims (A) involving criminal or quasi-criminal allegations, (B) involving the Indemnifying Party or its Affiliates as a party if counsel to the Indemnitee determines in good faith that joint representation would give rise to a conflict of interest, (C) in which matters involving Intellectual Property or Taxes are the subjects of dispute in such Third Party Claim Claim, (D) where non-monetary relief is sought that is not merely incidental to monetary relief that is sought, (E) involving a customer of Parent or any of its Affiliates or (F) that could reasonably be for an amount in excess of one and one-half (1.5) times the Indemnitee’s right to recover from the Indemnifying Parties pursuant to this Section 9, in each case for which defense shall be assumed by the Indemnitee with the right to retain counsel of its own choice that is reasonably satisfactory to the Indemnified Person and (at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying PersonParty’s expense). If the Indemnifying Person fails Securityholders’ Agent elects to undertake assume the defense of any such Third Party Claim within twenty (20) days after for which it is entitled to assume the Indemnified Person has given written notice defense, the Indemnitee shall have the right to employ separate counsel and to participate in the Indemnifying Person of defense thereof. If the claimSecurityholders’ Agent is prohibited from assuming, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but or is not controlentitled to assume or otherwise elects not to assume, the defense of such Third Party Claim (or fails to give timely notice to the Indemnitee during the Notice Period), the Indemnitee shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the expense of the Indemnifying Person’s sole cost and expense, such participation Party. If the Securityholders’ Agent elects to include assume the right to participate in but not control all significant decisions regarding defense of such Third Party Claims Claim, no compromise or settlement thereof may be effected by the Securityholders’ Agent without the Indemnitee’s prior written consent (including which shall not be unreasonably withheld, conditioned or delayed) unless the right sole relief provided is monetary damages that are paid in full by the Indemnifying Party, the settlement does not include any admission of liability and each Indemnitee is fully released from all liabilities relating to participate such claim or demand. The Indemnifying Party may not enter into any compromise or settlement of such claim or demand in but not control settlement discussions which the Indemnifying Party receives a release from all liabilities relating to such claim or demand in connection with respect thereto)a compromise or settlement, unless such release also applies to each Indemnitee. (c) The party controlling In connection with any Third Party Claim: (i) all fees and expenses reasonably incurred by or on behalf of an Indemnitee relating to the defense of a Third Party Claim may settle such Third Party Claim on any shall be borne and paid exclusively by the Indemnifying Parties (if requested by the Indemnitee) if and to the extent there remain funds available in the Escrow Fund, with such fees and expenses to be withdrawn exclusively from the Escrow Fund; provided, however, that the amount of all such fees and expenses so borne and paid shall be promptly returned to and held in the Escrow Fund pursuant to the terms which it may deem reasonableof this Agreement and the Escrow Agreement (or, provided thatexcept as set forth in Section 9.5(e), distributed directly to the Indemnifying Parties if the Escrow Fund is no longer available pursuant to the terms hereof and thereof) within two Business Days after the earlier to occur of (i) an Indemnifying Person shall the General Representation Expiration Date, if the Indemnitee has not without the Indemnified Person’s prior written consentsubmitted a Notice of Claim in accordance with Section 9.6 with respect to such Third Party Claim by such date, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) the date on which such Third Party Claim is ultimately determined to not be subject to indemnification by the Indemnifying Parties under this Section 9; and provided, further, that the limitations set forth in this Section 9.5(c)(i) shall not apply if and to the extent that such fees and expenses constitute Damages pursuant to the other provisions of this Section 9; (ii) if an Indemnified Indemnitee is defending such Third Party Claim, each Indemnifying Party shall make available to Parent or any other Indemnitee any documents and materials in such Indemnifying Party’s possession or control that may be necessary to the defense of such Third Party Claim; (iii) the party defending such Third Party Claim shall keep the Securityholders’ Agent or Parent, as applicable, reasonably apprised of the status of the Third Party Claim and any resulting suit, proceeding or enforcement action and (ii) shall furnish the Securityholders’ Agent or Parent, as applicable with all documents and information that such Person shall not reasonably request and shall consult with such Person prior to acting on major matters, including settlement discussions; and (iv) if an Indemnitee is defending such Third Party Claim, the Indemnitee shall have the right to settle, adjust or compromise such Third Party Claim; provided, however, that if the Indemnitee settles, adjusts or compromises any such claim or Legal Proceeding without the Indemnifying Person’s prior written consentconsent of the Securityholders’ Agent, which consent will not be unreasonably be withheld or delayedsuch settlement, settle adjustment or compromise shall neither be conclusive evidence of an Indemnifying Party’s (including any Non-Dissenting Equityholder’s) obligation to indemnify the Indemnitee pursuant to Section 9 hereof for Damages incurred by the Indemnitee in connection with such proceedingThird Party Claim nor conclusive evidence of the amount of Damages incurred by the Indemnitee in connection with such Third Party Claim. (d) With respect to any claim subject to indemnification under this Section 9, claim the parties shall cooperate in such a manner and use their commercially reasonable efforts to preserve in full the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use commercially reasonable efforts, in respect of any Third Party Claim in which it has assumed or demandhas participated in the defense, to avoid production of confidential information (consistent with applicable Law and rules of procedure) and (ii) it will use commercially reasonable efforts to ensure that all communications between any parties hereto and counsel responsible for or consent participating in the defense of any Third Party Claim are effected and/or conducted so as to preserve any applicable attorney-client or work-product privilege. (e) Indemnitee shall have the right to withhold and deduct from any Non-Dissenting Equityholder any sum that is owed to any Indemnitee under this Section 9 from any amount otherwise payable by any Indemnitee to such Non-Dissenting Equityholder pursuant to the entry terms of Section 9.5(c)(i). (f) Notwithstanding anything else in this Agreement or in the Escrow Agreement, in connection with any judgmentThird Party Claim, if any Indemnitee requests that all fees and expenses reasonably incurred by or on behalf of such Indemnitee relating to the defense of such Third Party Claim be borne and paid by the Indemnifying Parties, then such Indemnitee shall deliver a notice (an “Expense Notice”) to the Securityholders’ Agent and the Escrow Agent. After delivery of an Expense Notice, the Indemnitees may, in good faith, submit written notices to the Escrow Agent requesting that any fees and expenses reasonably incurred by or on behalf of such Indemnitees relating to the defense of such Third Party Claim be promptly disbursed from the Escrow Fund to the Indemnitees, and the Escrow Agent shall promptly make such disbursements. At any time that an Indemnitee is entitled to disbursements pursuant to one or more Expense Notices, Parent shall confer with the Securityholders’ Agent on a quarterly basis with respect to the status of such Third Party Claim, the fees and expenses that have been disbursed from the Escrow Fund and Parent’s good faith estimates of fees and expenses to be incurred in the following quarter. (g) Notwithstanding anything in this Agreement to the contrary, following the Closing, the Company shall resolve any unpaid Illinois, New Jersey or New York sales and use Tax liabilities with the appropriate taxing authority in such State and any and all actions of the Company, Parent or any of their respective Subsidiaries or Affiliates in connection therewith shall not have any impact on the Non-Dissenting Equityholders’ indemnification obligations under this Agreement (which shall remain in full force and effect).

Defense of Third Party Claims. Claims arising from the assertion Promptly after Parent obtains knowledge of liability any claim, demand, suit, action, arbitration, investigation, inquiry or proceeding that has been brought or asserted by a third parties party against Parent or any of Parent’s Subsidiaries or other affiliates that is subject to indemnification hereunder (each, a “Third Third-Party Claim”) ), Parent shall be subject promptly give notice of such Third-Party Claim to Section 9.4(a) the Stockholders’ Agent, stating the nature and basis of such Third-Party Claim and the following terms and conditions: (a) Upon receipt dollar amount of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a Third such Third-Party Claim, to the Indemnifying Person extent known; provided, that the failure of Parent to so notify the Stockholders’ Agent shall then not limit Parent’s rights to indemnification hereunder except to the extent the Stockholders’ Agent is materially prejudiced thereby. The Stockholders’ Agent shall have twenty the right at its election, at any time, to defend any Third-Party Claim, in which case: (20i) days the Stockholders’ Agent shall diligently and in good faith defend such Third-Party Claim; (ii) the reasonable attorneys’ fees of counsel reasonably acceptable to advise Parent (approval of such counsel not to be unreasonably withheld), other professionals’ and experts’ fees and court or arbitration costs incurred by the Indemnified Person whether Stockholders’ Agent in connection with defending such Third-Party Claim shall be payable from the Indemnifying Person accepts Escrow Fund, without the requirement of any consent or approval by Parent; (iii) Parent shall be entitled to monitor such defense, with any out-of-pocket costs incurred by Parent entitled to be reimbursed from the Escrow Fund; (iv) Parent shall make available to the Stockholders’ Agent all books, records and other documents and materials that are under the direct or indirect control of Parent or any of its Subsidiaries or other affiliates and that the Stockholders’ Agent considers necessary or desirable for the defense of such claimThird-Party Claim; (v) Parent shall execute such documents and take, and refrain from taking, such other actions as the Indemnifying Person Stockholders’ Agent may reasonably request for the purpose of facilitating the defense of, or any settlement, compromise or adjustment relating to, such Third-Party Claim; (vii) Parent shall have no otherwise fully cooperate as reasonably requested by the Stockholders’ Agent in the defense of such Third-Party Claim; and (viii) the Stockholders’ Agent shall not enter into any agreement providing for the settlement of such Third-Party Claim without the prior written consent of Parent (which consent shall not be unreasonably withheld) if such settlement agreement imposes on Parent or any of its Subsidiaries or other affiliates any obligation, other than an obligation to pay monetary damages in an amount less than the Indemnified Person aggregate cash amount remaining in the Escrow Fund (excluding for legal fees incurred these purposes the amount in the Escrow Fund that equals the aggregate amount claimed by Parent or in any Third-Party Claim with respect to claims for indemnification which have not yet been satisfied or resolved) and that may be used to pay such damages in full. If the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person; providedStockholders’ Agent elects not to defend such Third-Party Claim, however, that then (i) an Indemnifying Person may only assume control of Parent shall defend such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Third-Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person Parent shall have the no right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability seek indemnification under this Section 9 in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not Third-Party Claim for any settlement entered into without the Indemnifying Person’s prior written consentconsent of the Stockholders’ Agent, which consent will shall not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgment.

Defense of Third Party Claims. Claims arising from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon Subject to the provisions hereof, the Indemnitor on behalf of the Indemnitee, but subject to the rights of the insurer(s) under the R&W Policy or the Tax Policy, as the case may be, shall have the right to elect to assume and maintain control the defense and settlement (subject to the last sentence of this subsection (a)) of any Third-Party Claim (with counsel reasonably satisfactory to the Indemnitee, which counsel shall be at the sole expense of the Indemnitor) by giving written notice of such election within thirty (30) days after receipt of a the Notice of Claim, provided that, prior to the Indemnitor assuming control of such defense, the Indemnitor shall (x) reasonably demonstrate to the Indemnitee in writing such Indemnitor’s financial ability to provide full indemnification to the Indemnitee with respect to such Third-Party Claim delivered (including the ability to post any bond required by the court or adjudicative body before which such Third-Party Claim is taking place), and (y) agree in accordance with Section 9.4(a) writing to be fully responsible and provide indemnification for all of the Indemnitee’s Damages relating to such Third-Party Claim, subject to the limitations set forth in this Article 10; and provided, further, that that the Indemnitee may participate, at the Indemnitee’s own expense, through counsel of its own choice, in the defense of such Third-Party Claim; and provided, further, that the Indemnitor shall not be entitled to assume and maintain control of the defense of the Third-Party Claim if such Third Party Claim (i) seeks an injunction or other equitable relief against the Indemnitee or the Company or any Company Subsidiary, (ii) involves criminal or quasi-criminal allegations or regulatory matters, (iii) relates to a Seller/Company Breach of any Fundamental Representation or any Indemnifiable Interim Breach and (A) seeks Damages in excess of the sum of the then remaining General Cap or the Interim Breach Cap, as applicable, plus Ten Million Dollars ($10,000,000), or (B) the Indemnitor would not, by operation of the General Cap, the Interim Breach Cap, the Pre-Basket Amount, the General Basket or the Interim Breach Basket, be responsible for at least one-half of the Damages sought in such Third Party Claim, (iv) does not relate to a Seller/Company Breach of any Fundamental Representations or any Indemnifiable Interim Breach and seeks Damages in excess of the Indemnifying Person then remaining General Cap or the Interim Breach Cap, as applicable, (v) the Indemnitor would not, by operation of the Pre-Basket Amount, the General Basket or the Interim Breach Basket, be responsible for at least one-half of the Damages sought in such Third Party Claim, (vi) involves a claim that, in the good faith judgment of the Indemnitee, the Indemnitor has failed or is failing to vigorously prosecute or defend, or (vii) results in, or could reasonably be expected to result in, under applicable standards of professional conduct, a conflict of interest between the Indemnitor and the Indemnitee in respect of such Third-Party Claim. If the Indemnitor is permitted and has assumed control of the defense of a Third-Party Claim, the Indemnitor shall keep the Indemnitee apprised of all material developments, including settlement offers, with respect to the Third-Party Claim. If the Indemnitor does not or is not permitted to assume the defense of the Third-Party Claim, then have twenty (20) days the Indemnitee shall be entitled to advise assume and maintain control of the Indemnified Person whether defense of a Third-Party Claim. If the Indemnifying Person accepts Indemnitee is permitted and has assumed control of the defense of a Third-Party Claim, the Indemnitee shall keep the Indemnitor apprised of all material developments, including settlement offers, with respect to the Third-Party Claim, and the Indemnitor may participate, at the Indemnitor’s own expense, through counsel of its own choice, in the defense of such claim, Third-Party Claim. If the Indemnitee is permitted and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption has assumed control of the defense by of a Third-Party Claim, the Indemnifying PersonIndemnitee shall not settle or compromise such Third- Party Claim without the prior written consent of the Indemnitor (which consent will not be unreasonably withheld, conditioned or delayed), and if the Indemnitor is permitted and has assumed control of the defense of a Third-Party Claim, the Indemnitor shall not settle or compromise such Third-Party Claim without the prior written consent of the Indemnitee (which consent will not be unreasonably withheld, conditioned or delayed); provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person Indemnitor shall have the right power and authority to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof of such Third-Party Claim without the delivery consent of the Indemnitee only if the judgment or settlement (A) includes a full and complete release of such Third-Party Claim against the Indemnitee, (B) provides for relief solely in the form of monetary damages that are paid in full by the claimant Indemnitor, and (C) includes no admission of wrongdoing by the Indemnitee or plaintiff any of its Affiliates. Each of the Indemnitor and the Indemnitee shall cooperate in the conduct of the defense of any Third-Party Claim to the Indemnified Person of a written release from all liability extent reasonably requested by the other in respect the contest and defense of such proceeding, claim or demand and Third- Party Claim. (iib) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent Notwithstanding anything to the entry contrary contained in this Agreement, should any Third-Party Claim hereunder involve a situation where the Indemnitee is not entitled to full indemnity for Damages under this Article 10 and the Third-Party Claim seeks Damages in excess of any judgmentTen Million Dollars ($10,000,000), the Indemnitee may elect to participate in a joint defense of such Third-Party Claim.

Defense of Third Party Claims. Claims arising from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt by any Person seeking to be indemnified pursuant to Section 10.2 (the "Indemnitee") of notice of any actual or possible claim, demand, suit, action, arbitration, investigation, inquiry or proceeding that has been or may be brought or asserted by a Notice third party against such Indemnitee and that may be subject to indemnification hereunder (a "Third-Party Claim"), the Indemnitee shall promptly give notice of such Third-Party Claim delivered in accordance with to the Person from whom indemnification is sought under Section 9.4(a10.2 (the "Indemnitor") indicating the nature of such Third-Party Claim and relating the stated basis therefor and the amount of Damages claimed pursuant to a Third such Third-Party Claim, to the Indemnifying Person extent known. (b) The Indemnitor shall then have twenty 30 days after receipt of the Indemnitee's notice of a given Third-Party Claim to elect, at its option, to assume the defense of any such Third-Party Claim, in which case: (20i) days the attorneys' fees, other professionals' and experts' fees and court or arbitration costs incurred by the Indemnitor in connection with defending such Third-Party Claim shall be payable by such Indemnitor; (ii) the Indemnitee shall not be entitled to advise be indemnified for any costs or expenses incurred by the Indemnified Person whether the Indemnifying Person accepts Indemnitee in connection with the defense of such claim, and Third-Party Claim; (iii) the Indemnifying Person Indemnitee shall have no obligation be entitled to monitor such defense at its sole expense; (iv) the Indemnitee shall make available to the Indemnified Person Indemnitor all books, records and other documents and materials that are under the direct or indirect control of the Indemnitee or any of its Subsidiaries or other Affiliates and that the Indemnitor considers necessary or desirable for legal fees incurred the defense of such Third-Party Claim; (v) the Indemnitee shall execute such documents and take such other actions as the Indemnitor may reasonably request for the purpose of facilitating the defense of, or any settlement, compromise or adjustment relating to, such Third-Party Claim; (vi) the Indemnitee shall otherwise fully cooperate as reasonably requested by the Indemnified Person after the date of any assumption of Indemnitor in the defense by of such Third-Party Claim; (vii) the Indemnifying PersonIndemnitee shall not admit any liability with respect to such Third Party Claim; providedand (viii) the Indemnitor shall not enter into any agreement providing for the settlement or compromise of such Third-Party Claim or the consent to the entry of a judgment with respect to such Third-Party Claim without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld, howeverconditioned or delayed). If the Indemnitor elects not to defend such Third-Party Claim, that then (i) an Indemnifying Person may only assume control of the Indemnitee shall diligently defend such defense if it acknowledges in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Third-Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (ii) the Indemnifying Person may not assume control Indemnitee shall have no right to seek indemnification under this Article X in respect of the defense of any Action involving a Third such Third-Party Claim for criminal liability any agreement providing for the settlement or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense compromise of such Third Party Claim, it shall defend such Third Third-Party Claim with counsel of its own choice that is reasonably satisfactory to or the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to the entry of any a judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff with respect to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand and (ii) an Indemnified Person shall not Third-Party Claim entered into without the Indemnifying Person’s prior written consent, consent of the Indemnitor (which consent will shall not be unreasonably be withheld withheld, conditioned or delayed), settle or compromise any such proceedingprovided, claim or demandhowever, or consent to in no event shall the entry maximum aggregate Liability of any judgmentthe Equityholders for indemnification claims payable by the Equityholders hereunder exceed the Indemnity Escrow Fund.

Defense of Third Party Claims. Claims The obligation of the Company Indemnifying Parties to indemnify any Parent Indemnified Party under this Article VI with respect to Damages arising out of or resulting from the assertion of liability by third parties party claims (each, a “Third Party Claim”) shall be subject to Section 9.4(a) and the following terms and conditions: (a) Upon receipt A Parent Indemnified Party shall give the Securityholder Representative prompt written notice of a Notice of Claim delivered in accordance with Section 9.4(a) and relating to a any such Third Party Claim, the Indemnifying Person shall then have twenty Claim (20) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Persona “Third Party Claim Notice”); provided, however, that (i) an the failure to provide such prompt written notice shall not release the Company Indemnifying Person may only assume control of such defense if it acknowledges in writing Parties from their indemnification obligations except to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX extent, and (ii) the Indemnifying Person may not assume control of the defense of any Action involving a Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party. (b) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory only to the Indemnified Person and at its own expense, provided thatextent, the Indemnified Person shall have the right to be represented Company Indemnifying Parties are prejudiced by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Personsuch failure. If the Indemnifying Person fails to The Securityholder Representative may undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, assume the defense of such Third Party Claim at (on the behalf of the Company Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding Parties) within 30 days of receiving such Third Party Claims Claim Notice with representatives chosen by it. During such 30-day period, the Parent Indemnified Party may make such filings, including motions for continuance (including and answers if a motion for continuance has not been granted), as may be necessary to preserve the right to participate in but not control settlement discussions parties’ positions and rights with respect theretoto such Third Party Claim (and the reasonable and documented fees and expenses of one counsel to the Parent Indemnified Party in connection therewith shall be considered “Damages” for purposes of this Agreement). (c) The party controlling . If the Securityholder Representative undertakes the defense of a Third Party Claim, then (i) the Parent Indemnified Party may retain separate co-counsel at its sole cost and expense but shall not be entitled to any reimbursement with respect thereto (provided, that if, in the reasonable opinion of counsel to the Parent Indemnified Party, (A) there are legal defenses available to the Parent Indemnified Party that are different from or additional to those available to the Securityholder Representative or (B) there exists a conflict of interest between the Securityholder Representative or any Company Indemnifying Parties, on the one hand, and the Parent Indemnified Party, on the other hand, that cannot be waived, the Company Indemnifying Parties shall be liable for (as “Damages” hereunder) the reasonable and documented fees and expenses of one separate counsel to the Parent Indemnified Party), (ii) the Securityholder Representative shall keep the Parent Indemnified Party advised of the status of the Third Party Claim may settle and the defense thereof, and (iii) the Securityholder Representative shall reasonably consider recommendations made by the Parent Indemnified Party with respect thereto. (b) Notwithstanding anything to the contrary in this Section 6.2, the Securityholder Representative shall not be entitled to assume or conduct, and the Parent Indemnified Party shall be entitled to have sole control over, the defense or settlement of any Third Party Claim if (i) such Third Party Claim on relates to or arises in connection with any terms which it may deem reasonablecriminal Action involving the Parent Indemnified Party; or (ii) if the amount equal to (A) (x) the Damages that Parent, provided thatin good faith reasonably expects to be incurred in connection with such claim minus (y) the maximum amount that such Parent Indemnified Party could then be entitled to recover under the applicable provisions of this Article VI, minus (B) the maximum amount that such Parent Indemnified Party could then be entitled to recover under the applicable provisions of this Article VI is greater than zero. (c) If the Securityholder Representative does not assume control of the defense within 30 days after written notice of any such Third Party Claim or thereafter fails or ceases to defend such Third Party Claim, then (i) the Parent Indemnified Party shall have the right to undertake and control the defense of such Third Party Claim upon further advance written notice of five Business Days, (ii) the reasonable and documented fees and expenses of counsel to the Parent Indemnified Party in connection therewith shall be considered “Damages” for purposes of this Agreement; provided, however, that in no event shall the fees and expenses of more than one counsel for the Parent Indemnified Party with respect to a single Third Party Claim or a series of related Third Party Claims be considered “Damages” for purposes of this Agreement, and (iii) the Company Indemnifying Parties and the Securityholder Representative shall thereafter have no right to undertake the defense, compromise or settlement of such Third Party Claim. (d) Notwithstanding anything in this Section 6.2 to the contrary, (i) an Indemnifying Person the Securityholder Representative shall not not, without the written consent of the Parent Indemnified Person’s prior written consentParty (such consent not to be unreasonably withheld, conditioned or delayed), settle or compromise any Third Party Claim or consent to the entry of any judgment unless such proceedingsettlement or judgment (x) includes the giving by the claimant or the plaintiff to the Parent Indemnified Party of an unconditional release from all liability in respect of such Third Party Claim and (y) does not involve a finding or admission of wrongdoing on the part of the Parent Indemnified Party or impose an injunction or other equitable relief upon the Parent Indemnified Party, claim and (ii) the Parent Indemnified Party shall not, without the written consent of the Securityholder Representative (such consent not to be unreasonably withheld, conditioned or demanddelayed), settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery giving by the claimant or the plaintiff to the Indemnified Person Company Indemnifying Parties of a written an unconditional release from all liability in respect of such Third Party Claim. (e) The parties hereto shall act in good faith in responding to, defending against, settling or otherwise dealing with any Third Party Claims, and cooperate in any such defense and give each other reasonable access during normal business hours and upon reasonable advance notice to all information relevant thereto. Without limiting the generality of the foregoing, the party controlling the defense of any Third Party Claim shall (to the extent not inconsistent with the protection of attorney-client or other applicable privilege) deliver, or cause to be delivered, to the other party, upon request, copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the Third Party Claim, and timely notices of, and the right to participate (as an observer) in any hearing or other court proceeding, claim meeting or demand and (ii) an Indemnified Person shall not without the Indemnifying Person’s prior written consent, which consent will not be unreasonably be withheld or delayed, settle or compromise any such proceeding, claim or demand, or consent negotiation relating to the entry of any judgmentThird Party Claim.

Defense of Third Party Claims. Claims arising from (a) Promptly after the assertion receipt by any Indemnitee of liability a notice of any actual or possible claim, demand, suit, action, arbitration, investigation, inquiry or proceeding that has been or may be brought or asserted by a third parties party against such Indemnitee and that may be subject to indemnification hereunder (each, a “Third Third-Party Claim”) ), such Indemnitee shall be subject give written notice describing such Third-Party Claim to Section 9.4(a) the Equityholder Representative, stating in reasonable detail the nature and basis of each claim made in the Third Party Claim and the following terms amount thereof, to the extent known, along with copies of the relevant documents received by the Indemnitee from the applicable third party or its representatives evidencing the Third-Party Claim and conditions:the basis for indemnification sought. Failure of the Indemnitee to give such notice shall not relieve the Equityholder Representative from liability on account of this indemnification, except to the extent the Equityholders are materially prejudiced thereby. Thereafter, if reasonably requested by the Equityholder Representative, the Indemnitee shall deliver to the Equityholder Representative, promptly after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee from the third party claimant or its representatives relating to the Third-Party Claim. (ab) Upon receipt of a Notice of Claim delivered in accordance with Section 9.4(a) The Equityholder Representative shall have the right at its sole cost and relating expense to a Third Party Claim, the Indemnifying Person shall then have twenty (20) days to advise the Indemnified Person whether the Indemnifying Person accepts assume the defense of such claim, and the Indemnifying Person shall have no obligation Indemnitee against the Third-Party Claim upon written notice to the Indemnified Person for legal fees Indemnitee delivered within 30 days after receipt of the particular written notice from the Indemnitee which such notice shall include the Equityholder Representative’s acknowledgment that any Damages incurred by the Indemnified Person after Indemnitee in connection with such Third-Party Claim shall constitute Damages for which the date of any assumption of Indemnitee is entitled to indemnification hereunder (subject to the defense by the Indemnifying Personlimitations set forth in this Article IX); provided, however, that the Equityholder Representative shall not have the right to assume or continue the defense of the Third-Party Claim if (i) an Indemnifying Person may only assume control outside counsel advises the Indemnitee that there are conflicts of such defense if it acknowledges in writing interest between the Indemnitee and the Equityholder Representative with respect to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Third-Party Claim constitute Losses for which the Indemnified Party shall that cannot be indemnified pursuant to this Article IX and waived, (ii) the Indemnifying Person may not assume control of Equityholder Representative has failed or is failing to actively and diligently prosecute or defend such claim, (iii) the defense of any Action involving a Third Party Claim for criminal liability involves damages other than only money damages (except where an injunction or in which non-monetary other equitable relief is sought against merely incidental to a primary claim or claims for money damages), or if adversely determined, would reasonably be expected to have a material adverse effect on Parent, Indemnitee or the Indemnified Party. Surviving Corporation’s businesses and operations, or (biv) If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Third-Party Claim with counsel of its own choice that is has or would reasonably satisfactory be expected to result in Damages greater than the Indemnified Person and at its own expense, provided that, remaining cash in the Indemnified Person shall have the right to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake the defense of any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Person’s sole cost and expense, such participation to include the right to participate in but not control all significant decisions regarding such Third Party Claims (including the right to participate in but not control settlement discussions with respect thereto)Indemnity Escrow Fund. (c) The party controlling So long as the Equityholder Representative has assumed the defense of a Third the Third-Party Claim in accordance herewith and notified the Indemnitee in writing thereof, the Indemnitee may settle such Third retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim; provided, that the Equityholder Representative shall pay all reasonable costs and expenses of co-counsel for the Indemnitee (y) if outside counsel advises the Indemnitee that there are conflicts of interest between the Indemnitee and the Equityholder Representative with respect to the Third-Party Claim on any terms which it may deem reasonablethat cannot be waived or (z) during the period after such time as the Indemnitee has notified the Equityholder Representative of such Third-Party Claim and prior to such time as the Equityholder Representative has notified the Indemnitee that the Indemnifying Party has assumed the defense of such Third-Party Claim. (d) If the Equityholder Representative has assumed the defense of the Third-Party Claim in accordance herewith and notified the Indemnitee in writing thereof, provided that, (i) an Indemnifying Person the Indemnitee shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, file any papers or consent to the entry of any judgment which or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Equityholder Representative (not to be unreasonably withheld, conditioned or delayed), and the Equityholder Representative will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim (other than a judgment or settlement that (i) is solely for money damages in an amount less than the remaining balance of the limitations on indemnity set forth in this Article IX, (ii) does not include as a finding or admission of wrongdoing or any violation of Law or any violation of the rights of any Person by the Indemnitee and (iii) is accompanied by an unconditional term thereof release of all indemnifiable claims against the delivery by Indemnitee) without the claimant prior written consent of the Indemnitee (not to be unreasonably withheld, conditioned or plaintiff to delayed). Whether or not the Indemnified Person Equityholder Representative shall have assumed the defense of a written release from all liability in respect of such proceedingthe Third-Party Claim, claim or demand and (ii) an Indemnified Person the Equityholders shall not be obligated to indemnify and hold harmless the Indemnitee hereunder for any settlement entered into without the Indemnifying PersonEquityholder Representative’s prior written consent, which consent will shall not be unreasonably be withheld withheld, conditioned or delayed, settle or compromise any such proceeding, claim or demand, or consent to the entry of any judgment.

Defense of Third Party Claims. Claims arising from (a) In the event that an Indemnitee receives notice of the assertion of liability any claim or the commencement of any Legal Proceeding by a third parties party in respect of which indemnity may be sought under the provisions of this Section 9, or reasonably believes that any such claim will be asserted or commenced (each, a “Third Party Claim”) ), Parent shall be subject to Section 9.4(a) and notify the following terms and conditions: Stockholders’ Agent in writing of such Third Party Claim (a) Upon receipt “Notice of a Claim”). The Notice of Claim delivered in accordance with Section 9.4(ashall set forth: (i) that an Indemnitee has incurred Damages or anticipates that it will incur Damages for which such Indemnitee is entitled to indemnification pursuant to this Agreement; (ii) the amount of such Damages, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of such Damages (which estimate shall not be conclusive of the final amount of such Damages); and relating to (iii) a description of the basis for such Third Party Claim. Failure or delay in notifying the Stockholders’ Agent will not relieve the Indemnitors of any liability they may have to the Indemnitee, except and only to the Indemnifying Person extent that such failure or delay causes actual harm to the Indemnitors with respect to such Third Party Claim. (b) Parent shall then have twenty (20) days the right, at its election, to advise the Indemnified Person whether the Indemnifying Person accepts proceed with the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying PersonThird Party Claims on its own; provided, however, that (i) an Indemnifying Person may only assume control of such defense if it acknowledges the Stockholders’ Agent shall have the right to employ separate counsel in writing to the Indemnified Person that any such Losses that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Losses for which and to participate in the Indemnified Party defense thereof, but the fees and expenses of such counsel shall be indemnified pursuant at the expense of the Stockholders’ Agent; provided, however, the expenses of the Stockholders’ Agent shall be reimbursed to this Article IX the extent possible from the Escrow Fund to the extent any amounts remain in the Escrow Fund immediately prior to distribution to the Merger Stockholders. If Parent is not reasonably conducting the defense of the Third Party Claim in good faith, the Stockholders’ Agent shall have the right to assume the defense of the Third Party Claim with counsel reasonably satisfactory to Parent and the expense of said defense shall be paid out of the Escrow Fund, subject to the right of Parent to employ separate counsel in any such Third Party Claim and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the cost and expense of Parent. (iic) the Indemnifying Person may not assume control of If Parent so elects to proceed with the defense of any Action involving a such Third Party Claim for criminal liability or in which non-monetary equitable relief is sought against the Indemnified Party.Claim: (bi) If the Indemnifying Person determines each Indemnitor shall make available to accept Parent any documents and materials in his, her or its possession or control that may be reasonably necessary to the defense of such Third Party Claim; and (ii) Parent shall have the right to settle, it shall defend adjust or compromise such Third Party Claim with counsel the prior written consent of its own choice that is Stockholders’ Agent, which shall not be unreasonably withheld; provided, however, if the Stockholders’ Agent reasonably satisfactory refuses consent to the Indemnified Person and at its own expensesuch settlement, provided thatadjustment or compromise, the Indemnified Person amount of such settlement, adjustment or compromise of such Third Party Claim shall have not be determinative of the right validity of the claim against the Escrow Fund or the amount of Damages recoverable hereunder. (d) If Parent does not elect to be represented by its own counsel at its own expense, its participation to be subject to reasonable direction of counsel for the Indemnifying Person. If the Indemnifying Person fails to undertake proceed with the defense of any such Third Party Claim within twenty (20) days after claim or Legal Proceeding, the Indemnified Person has given written notice to the Indemnifying Person of the claim, then the Indemnified Person Stockholders’ Agent may defend such Third Party Claim at the sole cost of the Indemnifying Person and the Indemnifying Person may still participate in, but not control, proceed with the defense of such Third Party Claim at with counsel reasonably satisfactory to Parent and the Indemnifying Person’s sole cost and expense, such participation to include expense of said defense shall be paid out of the right to participate in but not control all significant decisions regarding such Third Party Claims (including Escrow Fund. If the right to participate in but not control settlement discussions with respect thereto). (c) The party controlling Stockholders’ Agent assumes the defense of a Third Party Claim may settle Claim, it will take all reasonable steps in the defense, prosecution, or settlement of such Third Party Claim on any terms which it may deem reasonable, provided that, (i) an Indemnifying Person shall not without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or litigation. The Stockholders’ Agent will not consent to the entry of any judgment which does or enter into any settlement except with the written consent of the Indemnitee; provided, however, the consent of the Indemnitee shall not be required if all of the following conditions are met: (i) the terms of the judgment or proposed settlement include as an unconditional term thereof the delivery giving to the Indemnitee by the claimant or plaintiff to the Indemnified Person third party of a written release of the Indemnitee from all liability in respect of such proceeding, claim or demand and Third Party Claim; (ii) an Indemnified there is no finding or admission of (A) any violation of Law by the Indemnitee, (B) any violation of the rights of any Person and (C) no effect on any other action or claims of a similar nature that may be made against the Indemnitee; and (iii) the sole form of relief is monetary damages which will be paid in full from the Escrow Fund. The Indemnitee will provide reasonable cooperation in the defense of the Third Party Claim. If the Stockholders’ Agent is not reasonably conducting the defense of the Third Party Claim in good faith, the Indemnitee shall not without have the Indemnifying Person’s prior written consentright to assume the defense of the Third Party Claim, which consent will not be unreasonably be withheld or delayed, settle or compromise subject to the right of the Stockholders’ Agent to employ separate counsel in any such proceedingThird Party Claim and to participate in the defense thereof, claim or demand, or consent to but the entry fees and expenses of any judgmentsuch counsel shall be at the cost and expense of the Stockholders’ Agent.