Common use of Defense Clause in Contracts

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If In the event any Third Party shall make a demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in liability (to an Indemnified Party in respect of matters covered by the indemnity under this Agreement, or in the event that a “Third-potential Loss, damage or expense comes to the attention of any Party Claim”) should be asserted against any in respect of matters embraced by the indemnity under this Agreement, then the Party receiving notice or becoming aware of such event shall promptly notify the other Party in writing of the Seller demand, claim or lawsuit. Within thirty (30) days after written notice by the Indemnified Parties Party (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) to an Indemnifying Party of such demand, claim or lawsuit, except as provided in the next sentence, the Indemnifying Party shall have the option, at its sole cost and give expense, to retain counsel to defend any such demand, claim or lawsuit; provided that counsel who will conduct the Indemnitor a reasonable opportunity defense of such demand, claim or lawsuit will be approved by the Indemnified Party whose approval will not unreasonably be withheld. The Indemnified Party shall have the right, at its own expense, to take part participate in the defense of any examination suit, action or proceeding brought against it with respect to which indemnification may be sought hereunder; provided, if (i) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, representation of both parties by the books same counsel would be inappropriate due to actual or potential differing interests between them, and records the Indemnifying Party has not retained separate counsel for the Indemnified Party, (ii) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnitee relating to such Third-Indemnifying Party, or (iii) the Indemnifying Party Claim and has not in fact employed counsel to assume the defense of such Third-action within a reasonable time; then, the Indemnified Party Claim andshall have the right to retain its own counsel at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party on a current basis. No Indemnifying Party, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after such demand, claim or lawsuit, will consent to entry of any judgment or enter into any settlement without the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses prior written consent of the Indemnitee Indemnified Party. If any Indemnified Party will have been advised by counsel chosen by it that there may be one or more legal defenses available to such Indemnified Party which are different from or in connection with addition to those which have been asserted by the Indemnifying Party and counsel retained by the Indemnifying Party declines to assert those defenses, then, at the election of the Indemnified Party, the Indemnifying Party will not have the right to continue the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution demand, claim or lawsuit on behalf of such Third-Indemnified Party Claimand will reimburse such Indemnified Party and any Person controlling such Indemnified Party on a current basis for the reasonable fees and expenses of any counsel retained by the Indemnified Party to undertake the defense. The Indemnitor In the event that the Indemnifying Party shall be responsible for paying all settlements made or judgments entered with respect fail to any Third-respond within thirty (30) days after receipt of the Notice, the Indemnified Party Claim may retain counsel and conduct the defense of such demand, claim or lawsuit, as it may in its sole discretion deem proper, at the sole cost and expense of the Indemnifying Party, which has been assumed costs and expenses shall be paid by the IndemnitorIndemnifying Party on a current basis. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee Failure to timely give the Claim provide Notice shall not excuse Indemnitor from any indemnification liability limit the rights of such party to indemnification, except only to the extent that the Indemnitor Indemnifying Party’s defense of the action is materially and adversely actually prejudiced by such failure. The assumption of the defense, or the non-assumption of the defense, by the purported Indemnifying Party will not affect such party’s right to dispute its obligation to provide indemnification hereunder.

Defense. If any claim or liability should be asserted against any of the Buyer Indemnified Parties or the Seller Indemnified Parties (each, as applicable, whether or not involving a Third Party Claim, an “Indemnitee”) by a third party after the Closing (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.16.1 or for which Seller has an indemnification obligation under the terms of Section 6.2, then the Indemnitee shall notify Buyer the indemnifying party (collectivelyas applied to Buyer, or Seller, as applicable (whether or not involving a third-party claim), the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim, which approval shall not be unreasonably withheld. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has Buyers have an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer Buyers (collectively, the “IndemnitorIndemnitors”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the IndemnitorIndemnitors. If the Indemnitor agrees Indemnitors agree to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor Indemnitors shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues Indemnitors continue such defense until the final resolution of such Third-Party Claim. The Indemnitor Indemnitors shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is Indemnitors are materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If the facts relating to a Loss arise out of the claim of any third party, or if there is any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after available by virtue of the Closing for which Buyer has an indemnification obligation under circumstances of the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectivelyLoss, the “Indemnitor”) Indemnity Obligor may, by giving written notice to the Indemnified Party within 20 15 days after following its receipt of the Third-notice of such claim, elect to assume the defense or the prosecution thereof, including the employment of counsel or accountants at its cost and expense; PROVIDED, HOWEVER, that during the interim the Indemnified Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a shall use its commercially reasonable opportunity efforts to take part all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the Loss. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any examination such action and to participate therein, but the fees and expenses of such counsel shall be at the books Indemnified Party's own expense, unless (i) the employment thereof has been specifically authorized by the Indemnity Obligor, (ii) such Indemnified Party will have been advised by counsel reasonably satisfactory to the Indemnity Obligor that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnity Obligor and records in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel, or (iii) the Indemnitee relating to such Third-Party Claim and Indemnity Obligor has failed to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto action and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through employ counsel reasonably satisfactory to Indemniteethe Indemnified Party. Whether or not the Indemnity Obligor chooses so to defend or prosecute such claim, then all the Indemnitor parties hereto shall be entitled to control cooperate in the conduct of such defense, and any decision to settle such Third-Party Claim, defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trials as may be responsible reasonably requested in connection therewith. The Indemnity Obligor shall not be liable for any expenses settlement of any such claim effected without its prior written consent. In the Indemnitee event of payment by the Indemnity Obligor to the Indemnified Party in connection with any Loss arising out of a third party claim, the defense Indemnity Obligor shall be subrogated to and shall stand in the place of the Indemnified Party as to any events or circumstances in respect of which the Indemnified Party may have any right or claim against such Third-Party Claim so long as the Indemnitor continues third party relating to such defense until the final resolution of such Third-Party ClaimIndemnified Matter. The Indemnitor Indemnified Party shall be responsible for paying all settlements made or judgments entered cooperate with respect to the Indemnity Obligor in prosecuting any Third-subrogated claim. The Indemnity Obligor will take no action in connection with any claim that would adversely affect the Indemnified Party Claim without the defense consent of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureIndemnified Party.

Defense. If any In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit or liability (other legal action or otherwise, a “Third-Party Claim”) should be asserted against any ), the Indemnifying Party may, upon written notice to the Indemnified Party, take control of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms defense and investigation of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim if the Indemnifying Party acknowledges to the Indemnified Party in writing the obligation of the Indemnifying Party to indemnify the Indemnified Party with respect to all elements of such Third-Party Claim. If the Indemnifying Party assumes the defense of any such Third-Party Claim, the Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party (and separate from counsel to the Indemnifying Party if there is any conflict or divergence of interest between the Indemnifying Party and the Indemnified Party) to conduct the defense of such claims or legal proceedings and, at the sole cost and expense of the Indemnifying Party, shall take all steps necessary in the defense or settlement thereof. The Indemnifying Party shall not consent to a settlement of or the entry of any judgment arising from any such Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such Third-Party Claim, with its own counsel and at its own expense; provided, however, that the Indemnified Party shall be entitled to settle any Third-Party Claim involving criminal penalties, civil fines or harm without the consent, but at the expense, of the Indemnifying Party if the Indemnifying Party shall unreasonably fail to do so after being requested to do so by the Indemnified Party. If the Indemnifying Party does not notify the Indemnified Party that it will assume the defense of such Third-Party Claim andwithin thirty (30) days after the Indemnifying Party receives notice of such claim from the Indemnified Party: (a) the Indemnified Party may defend against such Third-Party Claim in such manner as it may deem reasonably appropriate, provided that the Indemnified Party shall not consent to a settlement of or the entry of any judgment arising from such Third-Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed); and (b) the Indemnifying Party shall be entitled to participate in connection therewith(but not control) the defense of such action, to conduct any proceedings or negotiations relating thereto with its counsel and necessary or appropriate to defend at its own expense. Regardless of which Party shall assume the Indemnitee and/or settle defense of the Third-Party Claim, the Parties agree to cooperate fully with one another in connection therewith. The expenses (including reasonable attorneys’ fees) Such cooperation shall include the providing of all negotiations, proceedings, contests, lawsuits or settlements with respect records and information which are relevant to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been deliveredand making employees and officers available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and to act as a witness or respond to legal process, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only each case to the extent that the Indemnitor Party being requested to provide records and information or to make employees and officers available can do so without waiving any evidentiary privileges to which it is materially and adversely prejudiced by such failure.entitled.‌

Defense. If the facts relating to a Loss arise out a Third Party Claim, or if there is any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after available by virtue of the Closing for which Buyer has an indemnification obligation under circumstances of the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectivelyLoss, the “Indemnitor”) Indemnity Obligor shall, by giving written notice to the Indemnified Party within 20 15 days after following its receipt of the Third-notice of such claim, assume the defense or the prosecution thereof, including the employment of counsel or accountants, reasonably satisfactory to the Indemnified Party, at its cost and expense; provided, however, that during the interim the Indemnified Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity shall use its best efforts to take part all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the Loss. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any examination such action and to participate therein, but the fees and expenses of such counsel shall be at the books Indemnified Party's own expense, unless (a) the employment thereof has been specifically authorized by the Indemnity Obligor, (b) such Indemnified Party has been advised by counsel reasonably satisfactory to the Indemnity Obligor that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnity Obligor and records in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel, or (c) the Indemnitee relating to such Third-Party Claim and Indemnity Obligor has failed to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto action and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through employ counsel reasonably satisfactory to Indemniteethe Indemnified Party. Whether or not the Indemnity Obligor defends or prosecutes such claim, then all the Indemnitor parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trial as may be entitled reasonably requested in connection therewith. The Indemnity Obligor shall not be liable for any settlement of any such claim effected without its prior written consent. In the event of payment by the Indemnity Obligor to control the conduct Indemnified Party in connection with any Loss arising out of such defense, and any decision to settle such Third-a Third Party Claim, the Indemnity Obligor shall be subrogated to and shall be responsible for any expenses stand in the place of the Indemnitee Indemnified Party as to any events or circumstances in respect of which the Indemnified Party may have any right or claim against such third party relating to such indemnified matter. The Indemnified Party shall cooperate with the Indemnity Obligor in prosecuting any subrogated claim. The Indemnity Obligor will take no action in connection with any claim that would adversely affect the defense Indemnified Party without the consent of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureIndemnified Party.

Defense. If In the event any Third Party shall make a demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in liability (to an Indemnified Party in respect of matters covered by the indemnity under this Agreement, or in the event that a “Third-potential Loss, damage or expense comes to the attention of any Party Claim”) should be asserted against any in respect of matters embraced by the indemnity under this Agreement, then the Party receiving notice or becoming aware of such event shall promptly notify the other Party in writing of the Seller demand, claim or lawsuit. Within thirty (30) days after written notice by the Indemnified Parties Party (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) to an Indemnifying Party of such demand, claim or lawsuit, except as provided in the next sentence, the Indemnifying Party shall have the option, at its sole cost and give expense, to retain counsel to defend any such demand, claim or lawsuit; provided that counsel who will conduct the Indemnitor a reasonable opportunity defense of such demand, claim or lawsuit will be approved by the Indemnified Party whose approval will not unreasonably be withheld. The Indemnified Party shall have the right, at its own expense, to take part participate in the defense of any examination suit, action or proceeding brought against it with respect to which indemnification may be sought hereunder; provided, if (i) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, representation of both parties by the books same counsel would be inappropriate due to actual or potential differing interests between them, and records the Indemnifying Party has not retained separate counsel for the Indemnified Party, (ii) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnitee relating to such Third-Indemnifying Party, or (iii) the Indemnifying Party Claim and has not in fact employed counsel to assume the defense of such Third-action within a reasonable time; then, the Indemnified Party Claim andshall have the right to retain its own counsel at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party on a current basis. No Indemnifying Party, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after such demand, claim or lawsuit, will consent to entry of any judgment or enter into any settlement without the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses consent of the Indemnitee Indemnified Party. If any Indemnified Party will have been advised by counsel chosen by it that there may be one or more legal defenses available to such Indemnified Party which are different from or in connection with addition to those which have been asserted by the Indemnifying Party and counsel retained by the Indemnifying Party declines to assert those defenses, then, at the election of the Indemnified Party, the Indemnifying Party will not have the right to continue the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution demand, claim or lawsuit on behalf of such Third-Indemnified Party Claimand will reimburse such Indemnified Party and any Person controlling such Indemnified Party on a current basis for the reasonable fees and expenses of any counsel retained by the Indemnified Party to undertake the defense. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim No Indemnified Party, in the defense of any such demand, claim or lawsuit, will consent to entry of any judgment or enter into any settlement without the consent of the Indemnifying Party. In the event that the Indemnifying Party shall fail to respond within thirty (30) days after receipt of the Notice, the Indemnified Party may retain counsel and conduct the defense of such demand, claim or lawsuit, as it may in its sole discretion deem proper, at the sole cost and expense of the Indemnifying Party, which has been assumed costs and expenses shall be paid by the IndemnitorIndemnifying Party on a current basis. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee Failure to timely give the Claim provide Notice shall not excuse Indemnitor from any indemnification liability limit the rights of such party to indemnification, except only to the extent that the Indemnitor Indemnifying Party’s defense of the action is materially and adversely actually prejudiced by such failure. The assumption of the defense, or the non-assumption of the defense, by the purported Indemnifying Party will not affect such party’s right to dispute its obligation to provide indemnification hereunder.

Defense. If In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or liability legal proceeding by a person who is not a party to the Agreement, the Indemnifying Party at its sole cost and expense and with counsel reasonably satisfactory to the Indemnified Party may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if (a “Thirda) the Indemnifying Party acknowledges to the Indemnified Party in writing, within fifteen days after receipt of notice from the Indemnified Party, its obligations to indemnify the Indemnified Party with respect to all elements of such claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against such third-Party Claim”party claim and fulfill its indemnification obligations hereunder, (c) should be asserted against any the third-party claim involves only money damages and does not seek an injunction or other equitable relief, and (d) settlement or an adverse judgment of the Seller third-party claim is not, in the good faith judgment of the Indemnified Parties Party, likely to establish a pattern or practice adverse to the continuing business interests of the Indemnified Party. The Indemnified Party shall be entitled to participate in (but not control) the “Indemnitees”) by a third party defense of any such action, with its counsel and at its own expense; provided, however, that if there are one or more legal defenses available to the Indemnified Party that conflict with those available to the Indemnifying Party, or if the Indemnifying Party fails to take reasonable steps necessary to diligently defend the claim after receiving notice from the Closing for which Buyer Indemnified Party that it believes the Indemnifying Party has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectivelyfailed to do so, the “Indemnitor”) within 20 days after the Third-Indemnified Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to may assume the defense of such Third-claim; provided, further, that the Indemnified Party Claim andmay not settle such claim without the prior written consent of the Indemnifying Party, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall which consent may not be borne by the Indemnitorunreasonably withheld. If the Indemnitor agrees to assume Indemnified Party assumes the defense of any Third-the claim, the Indemnifying Party Claim in writing within 20 days after shall reimburse the Claim Notice Indemnified Party for the reasonable fees and expenses of such Third-counsels retained by the Indemnified Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then and the Indemnitor Indemnifying Party shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee participate in connection with (but not control) the defense of such Thirdclaim, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third-party claim or the amount or nature of any such settlement, the Indemnifying Party Claim so long as shall have the Indemnitor continues burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such defense until the final resolution of such Thirdthird-Party Claimparty claim in a reasonably prudent manner. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect parties agree to any Third-Party Claim render, without compensation, to each other such assistance as they may reasonably require of each other in order to insure the proper and adequate defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) belowany action, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee suit or proceeding, whether or not subject to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurehereunder.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “IndemnitorIndemnitors”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the IndemnitorIndemnitors. If the Indemnitor agrees Indemnitors agree to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor Indemnitors shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues Indemnitors continue such defense until the final resolution of such Third-Party Claim. The Indemnitor Indemnitors shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is Indemnitors are materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which a Buyer has an indemnification obligation under the terms of Section 12.112.1 , then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer and OLI (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (Subject to the limitations set forth in this Section 10.5(b), in the event of a “Third-Third Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”Indemnifying Party shall have the right (exercisable by written notice to the Indemnified Party within ten (10) within 20 days after the Third-Indemnified Party has given a Claim Notice of the Third Party Claim) to elect to conduct and control, through counsel of its choosing and at the Indemnifying Party’s sole cost and expense, the defense, compromise or settlement of the Third Party Claim if the Indemnifying Party (i) has acknowledged and agreed in writing that, if the same is adversely determined, the Indemnifying Party shall provide indemnification to the Indemnified Party in respect thereof; provided, however, that the Indemnified Party may participate therein through separate counsel chosen by it and at its sole cost and expense. Notwithstanding the foregoing, if (A) the Indemnifying Party shall not have given notice of its election to conduct and control the defense of the Third Party Claim within such 15 day period, (B) the Indemnifying Party shall fail to conduct such defense diligently and in good faith, (C) the Indemnified Party shall reasonably determine on written advice of outside counsel that use of counsel selected by the Indemnifying Party to represent the Indemnified Party would present such counsel with an actual or potential conflict of interest, or (D) the Third Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give for injunctive, equitable or other non-monetary relief against the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to IndemniteeIndemnified Party, then in each such case the Indemnitor Indemnified Party shall be entitled have the right to control the conduct of such defense, compromise or settlement of the Third Party Claim with counsel of its choice at the Indemnifying Party’s sole cost and expense. In connection with any decision to settle such Third-Third Party Claim, from and after delivery of a Claim Notice, the Indemnifying Party and the Indemnified Party shall, and shall be responsible for any expenses of the Indemnitee cause their respective Affiliates and representatives to, cooperate fully in connection with the defense or prosecution of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Third Party Claim, including furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party or the Indemnified Party in connection therewith. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim In addition, the party controlling the defense of which has been assumed any Third Party Claim shall keep the non-controlling party advised of the status thereof and shall consider in good faith any recommendations made by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Thirdnon-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurecontrolling party with respect thereto.

Defense. If Except as otherwise provided herein, the Indemnifying ------- Party may elect to compromise or defend, at such Indemnifying Party's own expense and by such In demnifying Party's own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any claim or liability (a “Third-Third Party Claim”) should be asserted against any . If the Indemnifying Party elects to compromise or defend such Third Party Claim, it shall, within 30 days after receiving notice of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Third Party Claim (10 days if the Indemnifying Party states in such notice that prompt action is asserted by a third party (said notification being referred required), notify the Indemnified Party of its intent to as a “Claim Notice”) do so, and give the Indemnitor a reasonable opportunity to take part in any examination Indemnified Party shall cooperate, at the expense of the books and records Indemnifying Party, in the compromise of, or defense against, such Third Party Claim. If the Indemnifying Party elects not to compromise or defend against the Third Party Claim, or fails to notify the Indemnified Party of the Indemnitee relating its election to such Third-Party Claim and to assume do so as herein provided, or otherwise abandons the defense of such Third-Third Party Claim, (i) the Indemnified Party may pay (without prejudice of any of its rights as against the Indemnifying Party), compromise or defend such Third Party Claim and(until such defense is assumed by the Indemnifying Party) and (ii) the costs and expenses of the Indemnified Party incurred in connection therewith shall be indemnifiable by the Indemnifying Party pursuant to the terms of this Agreement. Notwithstanding anything to the contrary contained herein, in connection therewith, to conduct with any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Third Party Claim in writing within 20 days after which the Claim Notice Indemnified Party shall reasonably conclude, based upon advice of such Third-its outside legal counsel, that (x) there is a conflict of interest between the Indemnifying Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then and the Indemnitor shall be entitled to control Indemnified Party in the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Third Party Claim so long as or (y) there are specific defenses available to the Indemnitor continues such Indemnified Party which are different from or additional to those available to the Indemnifying Party and which could be materially adverse to the Indemnifying Party, then the Indemnified Party shall have the right to assume and direct the defense until the final resolution of such Third-Third Party Claim. The Indemnitor In such an event, the Indemnifying Party shall be responsible for paying pay the reasonable fees and disbursements of counsel of the Indemnifying Party and one counsel to all settlements made the Indemnified Parties. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or judgments entered with compromise any claim (however, if the sole settlement relief payable to a third party in respect to any Third-of such Third Party Claim is monetary damages that are paid in full by the Indemnifying Party, the Indemnifying Party may settle such claim without the consent of the Indemnified Party) over the objection of the other; provided, however, that consent to -------- ------- settlement or compromise shall not be unreasonably withheld by the Indemnified Party. In any event, except as otherwise provided herein, the Indemnified Party and the Indemnifying Party may each participate, at its own expense, in the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-such Third Party Claim. A failure by If the Indemnitee Indemnifying Party chooses to timely give defend any claim, the Claim Notice Indemnified Party shall not excuse Indemnitor from any indemnification liability except only make available to the extent Indemnifying Party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense, subject to the Indemnitor is materially and adversely prejudiced by such failurereceipt of appropriate confidentiality agreements.

Defense. If any claim or liability (Unless the Parties otherwise agree, a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense primary responsibility for the conduct of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-such claim relating to such Party’s Product, at such Party’s sole expense, and with legal counsel of its choice. The other Party Claim shall have the right, but not the obligation, to participate and be independently represented in writing any such suit at its sole option and at its own expense. Each Party shall reasonably cooperate with the Party conducting the defense of the claim. Each Party shall keep the other Party hereto reasonably informed of all material developments in connection with any such claim, suit or proceeding, and the Parties shall reasonably cooperate in conducting the defense of any such claim. Should Lilly decide not to defend or fail to defend any such claim, suit, or proceedings by a Third Party relating to a Lilly Target within 20 thirty (30) days after the Claim Notice of notice of such Third-Party Claim has been deliveredclaim, through counsel reasonably satisfactory to Indemniteesuit, or proceeding, then the Indemnitor shall NextCure will be entitled to take over, at its option, the right to defend such infringement proceedings and the control the conduct of any such defense, at NextCure’s cost and should NextCure decide not to defend or fail to defend any decision such claim, suit, or proceedings by a Third Party relating to settle a NextCure Target within thirty (30) days of notice of such Third-Party Claimclaim, suit, or proceeding, then Lilly will be entitled to take over, at its option, the right to defend such infringement proceedings and the control of any such defense; provided, however, that, the Parties shall be responsible for refer to the JPC any expenses of strategy dispute between the Indemnitee in connection Parties with the respect to defense of such Third-Party Claim so long as claim, suit or proceeding for good faith discussion and resolution, and, in the Indemnitor continues event that the JPC cannot resolve such strategy, (a) NextCure shall not have the right to defend such infringement relating to a Lilly Target, Lilly Compound and/or Lilly Product if, in Lilly’s sole discretion, Lilly (subsequent to such JPC referral) determines such defense until the final resolution should not be made as a matter of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection strategy and (b) belowLilly shall not have the right to defend such infringement relating to a NextCure Target, both the Indemnitor and the Indemnitee must approve NextCure Compound and/or NextCure Product if, in NextCure’s sole discretion, NextCure (subsequent to such JPC referral) determines such defense should not be made as a matter of strategy. Neither Party shall enter into any settlement that affects any of a Third-Party Claim. A failure by the Indemnitee other Party’s rights or interests without such other Party’s prior written consent, not to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurebe unreasonably withheld, conditioned or delayed.

Defense. If any claim or liability (a “"Third-Party Claim”") should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”"Indemnitee") by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.113.1, then the Indemnitee shall notify Buyer and Subsidiary (collectively, the “"Indemnitor”") within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “"Claim Notice”") and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ ' fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer and Leaseco (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which a Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “"Third-Party Claim”") should be asserted assessed against any of the Seller Indemnified Parties (the “"Indemnitees”") by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “"Indemnitor”") within 20 10 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “"Claim Notice”") and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ ' fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor lndemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 5 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.19.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has have an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “IndemnitorIndemnitors”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the IndemnitorIndemnitors. If the Indemnitor agrees Indemnitors agree to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor Indemnitors shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues Indemnitors continue such defense until the final resolution of such Third-Party Claim. The Indemnitor Indemnitors shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is Indemnitors are materially and adversely prejudiced by such failure.such

Defense. If the facts relating to a Loss arise out a Third Party Claim, or if there is any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after available by virtue of the Closing for which Buyer has an indemnification obligation under circumstances of the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectivelyLoss, the “Indemnitor”) Indemnity Obligor may, by giving written notice to the Indemnified Party within 20 15 days after following its receipt of the Third-notice of such claim, elect to assume the defense or the prosecution thereof, including the employment of counsel or accountants, reasonably satisfactory to the Indemnified Party, at its cost and expense; provided, however, that during the interim the Indemnified Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity shall use its best efforts to take part all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the Loss. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any examination such action and to participate therein, but the fees and expenses of such counsel shall be at the books Indemnified Party's own expense, unless (a) the employment thereof has been specifically authorized by the Indemnity Obligor, (b) such Indemnified Party has been advised by counsel reasonably satisfactory to the Indemnity Obligor that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnity Obligor and records in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel, or (c) the Indemnitee relating to such Third-Party Claim and Indemnity Obligor has failed to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto action and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through employ counsel reasonably satisfactory to Indemniteethe Indemnified Party. Whether or not the Indemnity Obligor chooses to defend or prosecute such claim, then all the Indemnitor parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trial as may be entitled reasonably requested in connection therewith. The Indemnity Obligor shall not be liable for any settlement of any such claim effected without its prior written consent. In the event of payment by the Indemnity Obligor to control the conduct Indemnified Party in connection with any Loss arising out of such defense, and any decision to settle such Third-a Third Party Claim, the Indemnity Obligor shall be subrogated to and shall be responsible for any expenses stand in the place of the Indemnitee Indemnified Party as to any events or circumstances in respect of which the Indemnified Party may have any right or claim against such third party relating to such indemnified matter. The Indemnified Party shall cooperate with the Indemnity Obligor in prosecuting any subrogated claim. The Indemnity Obligor will take no action in connection with any claim that would adversely affect the defense Indemnified Party without the consent of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureIndemnified Party.

Defense. If any claim or liability (a “Third-Third Party Claim”) should be asserted Claim is made against any of the Seller an Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1Party, then the Indemnitee Indemnifying Party shall notify Buyer (collectively, be entitled to participate in the “Indemnitor”) within 20 days after defense of the Third-Third Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give and, if the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Indemnifying Party Claim and so chooses, to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Third Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees Indemnifying Party so elects to assume the defense of any Third-a Third Party Claim in writing within 20 days after Claim, then, for so long as the Claim Notice of such Third-Indemnifying Party Claim has been delivereddefends the Third Party Claim, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor Indemnifying Party shall be entitled deemed to control the conduct of have acknowledged its indemnification obligations under this Article 1 with respect to such defense, and any decision to settle such Third-Third Party Claim, and the Indemnifying Party shall not be responsible liable to the Indemnified Party for any legal expenses of subsequently incurred by the Indemnitee Indemnified Party in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Third Party Claim. The Indemnitor If the Indemnifying Party assumes such defense, then the Indemnified Party shall have the right to participate in the defense of the Third Party Claim and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood, however, that the Indemnifying Party shall control such defense, including any settlement or compromise of the Third Party Claim, provided that Parent shall not settle or compromise any Third Party Claim arising solely as a result of a breach of any representation or warranty for an amount in excess of Parent’s aggregate indemnification obligations under this Article 1, as set forth in Section 8.1(b)(iii), without Buyer’s written consent, which consent may not be responsible for paying all settlements made unreasonably withheld, delayed or judgments entered conditioned. If the Indemnifying Party chooses to defend any Third Party Claim, then the Parties shall cooperate in the defense of the Third Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records that are reasonably relevant to the Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided. If the Indemnifying Party, within a reasonable time after receipt of an Indemnification Notice relating to a Third Party Claim, chooses not to assume defense of the Third Party Claim or at any time fails to defend the Third Party Claim actively and in good faith, then the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right to undertake the defense of the Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to defend or settle a Third Party Claim, and the Indemnifying Party will pay the reasonable attorneys’ fees and related out-of-pocket expenses of the Indemnified Party in defending or settling a Third Party Claim with respect to which the Indemnifying Party is obligated to provide indemnification hereunder, where the remedy sought is reasonably expected to have a Material Adverse Effect; provided, however, that in any Third-such event the Indemnified Party will not settle the Third Party Claim without the defense prior written consent of the Indemnifying Party, which has been assumed by the Indemnitor. Except as provided in subsection (b) belowconsent may not be unreasonably withheld, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failuredelayed or conditioned.

Defense. If 10.3.1 Promptly after the receipt by any person entitled to indemnification under this Article X of notice of (i) any claim or liability (a “Third-Party Claim”ii) should be asserted the commencement of any action or proceeding, such party (the "Aggrieved Party") will, if claim with respect thereto is made against any of the Seller Indemnified Parties party obligated to provide indemnification pursuant to this Article X (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1"Indemnifying Party"), then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-give such Indemnifying Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense written notice of such Third-claim or the commencement of such action or proceeding and shall permit the Indemnifying Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-such claim or any proceeding or litigation resulting from such claim, unless the action or proceeding seeks an injunction or other similar relief against the Aggrieved Party Claim or there is a conflict of interest between it and the Indemnifying Party in writing the conduct of the defense of such action. Failure by the Indemnifying Party to notify the Aggrieved Party of its election to defend any such proceeding or action within 20 a reasonable time, but in no event more than fifteen (15) days after written notice thereof shall have been given to the Claim Notice Indemnifying Party, shall be deemed a waiver by the Indemnifying Party of its right to defend such action. 10.3.2 If the Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably acceptable to the Aggrieved Party, the obligations of the Indemnifying Party as to such claim shall be limited to taking all steps necessary in the defense or settlement of such Third-claim or litigation resulting therefrom and to holding the Aggrieved Party Claim has been deliveredharmless from and against any losses, through counsel damages and liabilities caused by or arising out of any settlement of, or any judgment entered in connection with, such claim or litigation. The Aggrieved Party may participate, at its expense, in the defense of such claim or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Aggrieved Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Aggrieved Party, or enter into any settlement, except with the written consent of the Aggrieved Party. 10.3.3 If the Indemnifying Party shall not assume the defense of any such claim or litigation resulting therefrom, the Aggrieved Party may defend against such claim or litigation in such manner as it may deem appropriate and reasonably satisfactory to Indemniteethe Aggrieved Party. The Indemnifying Party shall promptly reimburse the Aggrieved Party for the amount of all expenses, then legal or otherwise, as incurred by the Indemnitor Aggrieved Party in connection with the defense against or settlement of such claim or litigation. No settlement of claim or litigation shall be made without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If no settlement of the claim or litigation is made, the Indemnifying Party shall promptly reimburse the Aggrieved Party for the amount of any judgment rendered with respect to such claim or in such litigation and of all expenses, legal or otherwise, as incurred by the Aggrieved Party in the defense against such claim or litigation. 10.3.4 Notwithstanding anything to the contrary herein contained, TRC shall be entitled to control the conduct of such defenseany cleanup, and any decision to settle such Third-Party Claimcontainment, and shall be responsible for any expenses of the Indemnitee remediation, related proceeding, or other action or proceeding arising from or in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made any environmental, health or judgments entered with respect to safety liability or any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurehazardous materials or activities.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller ESRI Indemnified Parties or Buyer Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer a party has an indemnification obligation under the terms of Section 12.112.1 or Section12.2, then the Indemnitee shall notify Buyer the party having such indemnification obligation (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. (a) If the facts pertaining to a Loss arise out of the claim of any third party, or if there is any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after available by virtue of the Closing for which Buyer has an indemnification obligation under circumstances of the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectivelyLoss, the “Indemnitor”Indemnity Obligor may, by giving written notice to the Indemnified Party within thirty (30) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination following its receipt of the books and records notice of the Indemnitee relating to such Third-Party Claim and claim, elect to assume the defense or the prosecution thereof, including the employment of counsel or accountants at its cost and expense; provided, however, that during the interim the Indemnified Party shall use its best efforts to take all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the Loss; provided further that the reasonable costs and expenses incurred by such Indemnified Party in protecting against further damage will be considered a Loss. (b) The Indemnified Party shall have the right to participate in such defense and to employ counsel separate from counsel employed by the Indemnity Obligor in any such action and to participate therein, but the fees and expenses of such Third-counsel shall be not be considered a Loss and shall be at the Indemnified Party’s own expense unless (A) the counsel selected by the Indemnity Obligor shall be unwilling or unable to represent the Indemnified Party, or (B) a legal conflict of interest exists between the Indemnity Obligor and the Indemnified Party Claim andsuch that joint representation would be inappropriate, or (C) a court of competent jurisdiction determines that the Indemnity Obligor failed or is failing to vigorously prosecute or defend such claims, in each of which cases the reasonable fees and expenses of separate counsel engaged by the Indemnified Party shall also be a Loss for which indemnity is provided by the Indemnity Obligor. (c) Whether or not the Indemnity Obligor chooses so to defend or prosecute such claim, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trials as may be reasonably requested in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume Indemnity Obligor assumes the defense of any Third-Party Claim in writing within 20 days after the Claim Notice or prosecution of such Third-Party Claim has been deliveredclaim, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor Indemnity Obligor shall be entitled to control have the conduct of such defense, and any decision right to settle the claim if such Third-Party Claim, and settlement involves only money damages; provided that the Indemnity Obligor shall be responsible for any expenses obtain the prior written consent of the Indemnitee in connection with the defense of such Third-Indemnified Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve before entering into any settlement of a Third-claim if, as a result of such settlement, injunctive or other equitable relief will be imposed against the Indemnified Party Claimor if such settlement does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such claim, without prejudice. A failure by the Indemnitee to timely give the Claim Notice The Indemnity Obligor shall not excuse Indemnitor from be liable for any indemnification liability except only settlement of any such claim effected without its prior written consent, which consent shall not be unreasonably withheld or delayed. In the event and to the extent that of payment by the Indemnitor Indemnity Obligor to the Indemnified Party in connection with any Loss arising out of a third party claim, the Indemnity Obligor shall be subrogated to and shall stand in the place of the Indemnified Party to the extent of such payment as to any events or circumstances in respect of which the Indemnified Party may have any right or claim against such third party relating to such indemnified matter. The Indemnified Party shall cooperate with the Indemnity Obligor in prosecuting any subrogated claim, and the reasonable fees and expenses incurred by the Indemnified Party in providing such cooperation shall also be a Loss for which indemnity is materially and adversely prejudiced provided by such failurethe Indemnity Obligor.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer and Leaseco (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If Except as otherwise provided herein, the Indemnifying ------- Party may elect to compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any claim or liability (a “Third-Third Party Claim”) should be asserted against any . If the Indemnifying Party elects to compromise or defend such Third Party Claim, it shall, within 30 days after receiving notice of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Third Party Claim (10 days if the Indemnified Party states in such notice that prompt action is asserted by a third party (said notification being referred required), notify the Indemnified Party of its intent to as a “Claim Notice”) do so, and give the Indemnitor a reasonable opportunity to take part in any examination Indemnified Party shall cooperate, at the expense of the books and records Indemnifying Party, in the compromise of, or defense against, such Third Party Claim. If the Indemnifying Party elects not to compromise or defend against the Third Party Claim, or fails to notify the Indemnified Party of the Indemnitee relating its election to such Third-Party Claim and to assume do so as herein provided, or otherwise abandons the defense of such Third-Third Party Claim, (i) the Indemnified Party may pay (without prejudice of any of its rights as against the Indemnifying Party), compromise or defend such Third Party Claim and(until such defense is assumed by the Indemnifying Party) and (ii) the costs and expenses of the Indemnified Party incurred in connection therewith shall be indemnifiable by the Indemnifying Party pursuant to the terms of this Agreement. Notwithstanding anything to the contrary contained herein, in connection therewith, to conduct with any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Third Party Claim in writing within 20 days after which the Claim Notice Indemnified Party shall reasonably conclude, based upon advice of such Third-its outside legal counsel, that (x) there is a conflict of interest between the Indemnifying Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then and the Indemnitor shall be entitled to control Indemnified Party in the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Third Party Claim so long as or (y) there are specific defenses available to the Indemnitor continues such Indemnified Party which are different from or additional to those available to the Indemnifying Party and which could be materially adverse to the Indemnifying Party, then the Indemnified Party shall have the right to assume and direct the defense until the final resolution of such Third-Third Party Claim. The Indemnitor In such an event, the Indemnifying Party shall be responsible for paying pay the reasonable fees and disbursements of counsel of the Indemnifying Party and one counsel to all settlements made the Indemnified Parties. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or judgments entered with compromise any claim (however, if the sole settlement relief payable to a third party in respect to any Third-of such Third Party Claim is monetary damages that are paid in full by the Indemnifying Party, the Indemnifying Party may settle such claim without the consent of the Indemnified Party) over the objection of the other; provided, however, that consent to -------- ------- settlement or compromise shall not be unreasonably withheld by the Indemnified Party. In any event, except as otherwise provided herein, the Indemnified Party and the Indemnifying Party may each participate, at its own expense, in the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-such Third Party Claim. A failure by If the Indemnitee Indemnifying Party chooses to timely give defend any claim, the Claim Notice Indemnified Party shall not excuse Indemnitor from any indemnification liability except only make available to the extent Indemnifying Party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense, subject to the Indemnitor is materially and adversely prejudiced by such failurereceipt of appropriate confidentiality agreements.

Defense. If the facts relating to a Loss arise out of the claim of any third party, or if there is any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after available by virtue of the Closing for which Buyer has an indemnification obligation under circumstances of the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectivelyLoss, the “Indemnitor”) Indemnity Obligor may, by giving written notice to the Indemnified Party within 20 15 days after following its receipt of the Third-notice of such claim, elect to assume the defense or the prosecution thereof, including the employment of counsel or accountants at its cost and expense; provided, however, that during the interim the Indemnified Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a shall use its commercially reasonable opportunity efforts to take part all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the Loss. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any examination such action and to participate therein, but the fees and expenses of such counsel shall be at the books Indemnified Party's own expense, unless (i) the employment thereof has been specifically authorized by the Indemnity Obligor, (ii) such Indemnified Party has been advised by counsel reasonably satisfactory to the Indemnity Obligor that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnity Obligor and records in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel, or (iii) the Indemnitee relating to such Third-Party Claim and Indemnity Obligor has failed to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto action and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through employ counsel reasonably satisfactory to Indemniteethe Indemnified Party. Whether or not the Indemnity Obligor chooses so to defend or prosecute such claim, then all the Indemnitor parties hereto shall be entitled to control cooperate in the conduct of such defense, and any decision to settle such Third-Party Claim, defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trials as may be responsible reasonably requested in connection therewith. The Indemnity Obligor shall not be liable for any expenses settlement of any such claim effected without its prior written consent. In the Indemnitee event of payment by the Indemnity Obligor to the Indemnified Party in connection with any Loss arising out of a third party claim, the defense Indemnity Obligor shall be subrogated to and shall stand in the place of the Indemnified Party as to any events or circumstances in respect of which the Indemnified Party may have any right or claim against such Third-Party Claim so long as the Indemnitor continues third party relating to such defense until the final resolution of such Third-Party ClaimLoss. The Indemnitor Indemnified Party shall be responsible for paying all settlements made or judgments entered cooperate with respect to the Indemnity Obligor in prosecuting any Third-subrogated claim. The Indemnity Obligor will take no action in connection with any claim that would adversely affect the Indemnified Party Claim without the defense consent of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureIndemnified Party.

Defense. If the facts pertaining to a Loss arise out of the claim of any third party, or if there is any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after available by virtue of the Closing for which Buyer has an indemnification obligation under circumstances of the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectivelyLoss, the “Indemnitor”Indemnity Obligor may, by giving written notice to the Indemnified Party within twenty (20) within 20 days after following its receipt of the Third-notice of such claim, elect to assume the defense or the prosecution thereof, including the employment of counsel or accountants at its cost and expense; provided, however, that the Indemnity Obligor may assume the defense or prosecution thereof only if (i) it provides evidence reasonably acceptable to the Indemnified Party Claim that it will have the financial resources to defend the claim and satisfy its indemnification obligations; (ii) it obtains counsel which is asserted by reasonably satisfactory to the Indemnified Party; (iii) the third party claim involves only money damages and does not seek an injunction or other equitable relief; (iv) it conducts the defense of the claim actively and diligently; and (v) it keeps the Indemnified Party informed of all material developments and events relating thereto. Notwithstanding the foregoing, for the avoidance of doubt, the Indemnity Obligor shall have no obligation to defend any claim of any third party alleging that any Current Customer Deliverable infringes any Intellectual Property of a third party to the extent the Plaintiff or Counterclaim-Plaintiff does not specifically allege in writing that the Current Customer Deliverables infringe such Intellectual Property (said notification being referred to as a “Claim Notice”) and give even if the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and Indemnity Obligor has previously elected to assume the defense of such Third-Party Claim andclaim, in connection therewith, provided that if the Indemnity Obligor elects to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the discontinue its defense of any Third-Party Claim in writing within 20 days after such claim pursuant to this sentence, the Claim Notice Indemnity Obligor must provide prompt notice to the Indemnified Parties of such Third-Party Claim has been delivered, through counsel reasonably satisfactory its election to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with discontinue the defense of such Third-claim). The Indemnified Party Claim so long as shall have the Indemnitor continues right to employ counsel separate from counsel employed by the Indemnity Obligor in any such defense until action and to participate therein, but the final resolution fees and expenses of such Third-Party Claimcounsel shall be at the Indemnified Party’s own expense. Whether or not the Indemnity Obligor chooses so to defend or prosecute such claim, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trials as may be reasonably requested in connection therewith. The Indemnitor Indemnity Obligor shall be responsible for paying all settlements made have the right to settle, adjust or judgments entered with respect to any Third-compromise such claim; provided, however, that the Indemnified Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from be liable or obligated for any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failuresettlement, adjustment or compromise of any such claim effected without its prior written consent.

Defense. If (a) Each Party shall notify the other in writing of any allegations it receives from a Third Party that the Exploitation of the Compound or Licensed Product in the Field in the Licensed Territory or any embodiment of any technology or intellectual property licensed by the other Party under this Agreement infringes the intellectual property rights of such Third Party. Such notice shall be provided promptly, but in no event after more than [***] following receipt of such allegations. Such written notice shall include a copy of any summons or complaint (or the equivalent thereof) received regarding the foregoing. Thereafter, the Parties shall promptly meet to consider the claim or liability (assertion and the appropriate course of action and may, if appropriate, agree on and enter into a “Third-Party Claim”) should be asserted against any of common interest agreement” wherein the Seller Indemnified Parties (agree to their shared, mutual interest in the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense outcome of such Third-potential dispute. Each Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto shall assert and necessary or appropriate to defend not waive the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements joint defense privilege with respect to any Third-Party Claim all communications between the Parties. (b) As between the Parties, ▇▇▇ shall have the first right, but not the obligation to control and be borne by the Indemnitor. If the Indemnitor agrees to assume solely responsible for the defense of any Thirdsuch suit against ▇▇▇, at Zai’s sole cost and expense; provided, however, ▇▇▇ shall not enter into any compromise or settlement relating to such suit that (i) admits the invalidity or unenforceability of any Licensed Patents; or (ii) requires abandonment of any Licensed Patents; or (iii) contemplates payment or other action by Karuna or has a material adverse effect on Karuna’s business, in all cases ((i) through (iii)), without obtaining the prior written consent of Karuna (which consent shall not be unreasonably delayed, withheld or conditioned). (c) If ▇▇▇ decides not to bring such legal action subject to its first right, it shall so inform ▇▇▇▇▇▇ promptly and ▇▇▇▇▇▇ shall have the right, but not the obligation, to bring and control any such legal action in connection with such infringement in the Licensed Territory at its own expense as it reasonably determines appropriate; provided, however, Karuna shall not enter into any compromise or settlement relating to such suit that (i) admits the invalidity or unenforceability of any Licensed Patents; or (ii) requires abandonment of any Licensed Patents; or (iii) contemplates payment or other action by ▇▇▇ or has a material adverse effect on Zai’s business, in all cases ((i) through (iii)), without obtaining the prior written consent of Zai (which consent shall not be unreasonably delayed, withheld or conditioned). (d) Upon the defending Party’s request and at the defending Party’s expense, the non-defending Party Claim in writing within 20 days after shall provide reasonable assistance to the Claim Notice defending Party for such defense and shall join such suit if deemed a necessary party. If the non-defending Party does not join such suit, the defending Party shall keep the non-defending Party reasonably informed of the status of such Thirdsuit. The non-defending Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control attend any substantive meetings, hearings, or other proceedings related to such suit. The defending Party shall provide the conduct non-defending Party with copies of such defense, all pleadings and any decision other documents to settle such Third-Party Claim, be filed with the court reasonably in advance and shall be responsible for any expenses consider in good faith reasonable and timely input from the non-defending Party during the course of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claimsuit. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.[***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED

Defense. If the facts relating to a Loss arise out a Third Party Claim, or if there is any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after available by virtue of the Closing for which Buyer has an indemnification obligation under circumstances of the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectivelyLoss, the “Indemnitor”) Indemnity Obligor may, by giving written notice to the Indemnified Party within 20 15 days after following its receipt of the Third-notice of such claim, elect to assume the defense or the prosecution thereof, including the employment of counsel or accountants, reasonably satisfactory to the Indemnified Party, at its cost and expense; provided, however, that during the interim the Indemnified Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity shall use its best efforts to take part all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the Loss. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any examination such action and to participate therein, but the fees and expenses of such counsel shall be at the books Indemnified Party's own expense, unless (a) the employment thereof has been specifically authorized by the Indemnity Obligor, (b) such Indemnified Party has been advised by counsel reasonably satisfactory to the Indemnity Obligor that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnity Obligor and records in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel, or (c) the Indemnitee relating to such Third-Party Claim and Indemnity Obligor has failed to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto action and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through employ counsel reasonably satisfactory to Indemniteethe Indemnified Party. Whether or not the Indemnity Obligor chooses to defend or prosecute such claim, then all the Indemnitor parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trial as may be entitled reasonably requested in connection therewith. The Indemnity Obligor shall not be liable for any settlement of any such claim effected without its prior written consent. In the event of payment by the Indemnity Obligor to control the conduct Indemnified Party in connection with any Loss arising out of such defense, and any decision to settle such Third-a Third Party Claim, the Indemnity Obligor shall be subrogated to and shall be responsible for any expenses stand in the place of the Indemnitee Indemnified Party as to any events or circumstances in respect of which the Indemnified Party may have any right or claim against such third party relating to such indemnified matter. The Indemnified Party shall cooperate with the Indemnity Obligor in prosecuting any subrogated claim. The Indemnity Obligor will take no action in 44 connection with any claim that would adversely affect the defense Indemnified Party without the consent of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureIndemnified Party.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer and MCI (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “"Third-Party Claim”") should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”"Indemnitee") by a third party after the Closing for which Buyer has an indemnification obligation under and Leasco (the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “"Indemnitor”") within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “"Claim Notice”") and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ ' fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has Buyers have an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer Buyers (collectively, the “IndemnitorIndemnitors”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor Indemnitors a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the IndemnitorIndemnitors. If the Indemnitor agrees Indemnitors agree to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor Indemnitors shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor Indemnitors continues such defense until the final resolution of such Third-Party Claim. The Indemnitor Indemnitors shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor Indemnitors and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor Indemnitors from any indemnification liability except only to the extent that the Indemnitor is Indemnitors are materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under Subject to the terms of Section 12.1this Agreement, then at its option, the Indemnitor shall have the right to assume the sole control of the defense or settlement of any Claim solely for monetary damages by giving written notice to the Indemnitee shall notify Buyer within ten (collectively, the “Indemnitor”10) within 20 days after the Third-Party Indemnitor’s receipt of a Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination notice under Section 10.3(a). The assumption of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party a Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled construed as an acknowledgment that the Indemnitor is liable to control indemnify the conduct Indemnitee in respect of such defensethe Claim. Regardless of whether the Indemnitor chooses to defend or prosecute any Claim, and any decision to settle such Third-Party Claimthe Indemnitee shall, and shall be responsible for cause each Melior Indemnified Party or Biodexa Indemnified Party, as applicable, to, cooperate fully with the Indemnitor and its legal representatives in the investigation of any expenses of action with respect to a Claim covered by this indemnification, including by (a) delivering to the Indemnitor all original notices and documents (including court papers) received by the Indemnitee in connection with the Claim, and (b) furnishing such records, information and testimony, and providing such witnesses and attending such conferences, discovery proceedings, hearings, trials and appeals, in each case, as may be reasonably requested in connection with such Claim. In the case where the Indemnitor has assumed the defense of such Third-Party any Claim so long as pursuant to this Section 10.3, the Indemnitee may participate in, but not control, at its sole cost and expense (subject to the following sentence), the Indemnitor’s defense of any Claim with counsel of the Indemnitee’s own selection. Should the Indemnitor continues such assume the defense until of a Claim, the final resolution of such Third-Party Claim. The Indemnitor shall not be responsible liable to the Indemnitee for paying all settlements made any legal expenses subsequently incurred by such Indemnitee in connection with the analysis, defense or judgments entered settlement of the Claim unless (i) specifically approved in writing by the Indemnitor or (ii) the interests of the Indemnitor and Indemnitee with respect to any Third-Party such Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles. For clarity, if the Indemnitee has the right to control the defense of which has been assumed by a Claim pursuant to this Section 10.3, the Indemnitee shall be entitled to control such Claim, without limiting the Indemnitor. Except ’s responsibility for Losses under Section 10.1 or Section 10.2, as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureapplicable.

Defense. If any claim or liability a Third Party Claim is made against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in the defense thereof at its sole cost and expense, and, if the Indemnifying Party so chooses, it shall have twenty (a “Third-Party Claim”20) should be asserted against any days from its receipt of the Seller Indemnified Parties Indemnification Notice (the “IndemniteesNotice Period”) to notify the Indemnified Party that it desires to assume the defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, that the Indemnifying Party shall not be entitled to assume the defense, and shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party, if (i) the claim for indemnification is with respect to a third party after criminal Action; (ii) the Closing for which claims seeks an injunction on, or other equitable relief against, the Indemnified Party; (iii) if the assumption of such defense by the Indemnifying Party would cause Buyer has an indemnification obligation to lose coverage under the Environmental Insurance Policy or the R&W Insurance Policy or Buyer or any insurer is required to assume such defense under the terms thereunder; or (iv) in the reasonable opinion of Section 12.1counsel for the Indemnified Party, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim there is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in likelihood of a conflict of interest between the Indemnifying Party and the Indemnified Party. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any examination of period during which the books and records of Indemnifying Party has not assumed the Indemnitee relating to such Third-defense thereof. If the Indemnifying Party Claim and so elects to assume the defense of such Third-a Third Party Claim and, (in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements accordance with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemniteethis Section 8.5(b)), then the Indemnitor Indemnifying Party shall not be entitled liable to control the conduct of such defense, Indemnified Party for the reasonable fees and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of counsel subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, however, that (i) prior to assuming the defense of such Third-Third Party Claim, the Indemnifying Party shall provide to the Indemnified Party an undertaking stating that such Indemnifying Party is able to and will assume the payment of all defense fees and costs and (ii) the Indemnifying Party’s assumption of the defense of such Third Party Claim so long as shall not signify any agreement, obligation or commitment on the Indemnitor continues such defense until part of the final resolution Indemnifying Party to assume or pay any amount awarded to a claimant in respect of such Third-Third Party Claim. The Indemnitor If the Indemnifying Party assumes such defense (in accordance with this Section 8.5(b)), then the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood, however, that the Indemnifying Party shall control such defense. If the Indemnifying Party chooses to defend any Third Party Claim, then the Parties shall cooperate in the defense or prosecution of such Third Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into a settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be responsible unreasonably withheld or delayed), except to the extent such settlement does not provide for paying liability or the creation of a financial or other obligation (including the imposition of an injunction or other equitable relief) on the part of the Indemnified Party, does not provide for any statement of liability, wrongdoing, criminal offense or finding or admission of any violation of Law by the Indemnified Party and provides, in customary form, for the full, complete and unconditional release of each Indemnified Party from all settlements made liabilities and obligations in connection with such Third Party Claim. If the Indemnifying Party (x) has not within the Notice Period notified the Indemnified Party of its election to assume defense of a Third Party Claim, (y) is not entitled to assume defense of a Third Party Claim under this Section 8.5(b), or judgments entered (z) fails to defend such Third Party Claim actively and in good faith, then the Indemnified Party shall (upon further written notice) have the right to defend and compromise or settle of such Third Party Claim or consent to the entry of judgment with respect to any Third-such Third Party Claim Claim, in each case at the cost and expense of the Indemnifying Party. If the Indemnified Party has assumed the defense pursuant to this Section 8.5(b), it shall not agree to any settlement which imposes any obligation on the Indemnifying Party (including the imposition of an injunction or other equitable relief) or which has been assumed provides for the any statement of liability, wrongdoing, criminal offense or finding or admission of any violation of Law by the Indemnitor. Except as provided in subsection Indemnifying Party without the prior written consent of the Indemnifying Party (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice which consent shall not excuse Indemnitor from any indemnification liability except only to be unreasonably withheld or delayed), and no such settlement shall be determinative of the extent that the Indemnitor is materially and adversely prejudiced by such failureIndemnifying Party’s obligations under this Article 8.

Defense. If Subject to the limitations, exclusions and conditions set forth in this Agreement, if an unaffiliated third party initiates any claim claim, suit or liability other legal action (any of the foregoing, a “"Third-Party Claim”") should be asserted against any you alleging that your use of the Seller Indemnified Parties (Software infringes any United States patent issued or published as of the “Indemnitees”) by a third party after Effective Date or any United States copyright existing as of the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer Effective Date (collectively, "Third-Party Rights"), then PSIGEN will (i) defend you against, or at PSIGEN's option settle (in either case, at PSIGEN's sole discretion and under PSIGEN's sole control), such Third-Party Claim, and (ii) indemnify you against damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) that are included in a final judgment (without right of appeal) against you or in a settlement approved by PSIGEN and that are attributable to your use of the “Indemnitor”) within 20 days after Software. PSIGEN will be relieved of the foregoing obligations, and you will not be entitled to have PSIGEN defend or indemnify you against any Third-Party Claim is asserted under this Section 12, unless: (A) all applicable license fees for your Software license that were due and payable to PSIGEN (whether payable by a third party (said notification being referred to as a “Claim Notice”you, an applicable Authorized Reseller or any other party) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating prior to such Third-Party Claim have been timely paid in full; (B) you are in compliance with, and at all times prior to assume such Third-Party Claim have performed and complied with, all of your covenants and obligations under this Agreement; (C) you give PSIGEN written notice of any such Third-Party Claim (including the applicable allegations and relevant details relating thereto) within ten (10) days after you first receive notice or otherwise become aware of such Third-Party Claim by sending an email to ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ with the phrase "Software Infringement Claim - Indemnification Request" stated in the subject line; (D) you permit PSIGEN to assume, control and conduct the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto with legal counsel of PSIGEN's choice and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Third- Party ClaimClaim at PSIGEN's sole discretion; and (E) you fully cooperate with, and shall be responsible for provide assistance to, PSIGEN, as reasonably requested by PSIGEN, in any expenses of the Indemnitee investigation and/or defense conducted by PSIGEN in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Notwithstanding clause (D) above, you may participate in the defense of the applicable Third-Party Claim the defense at your own expense with legal counsel of which has been assumed by the Indemnitor. Except as provided in subsection (b) belowyour choice; provided, both the Indemnitor and the Indemnitee must approve however, you will not enter into any settlement of a Third-Party Claimthat obligates PSIGEN to incur any liability, obligation or expense (including, without limitation, under this Section 12) or make any admission without PSIGEN's prior written consent. A failure In addition, PSIGEN will not be liable for any costs or expense incurred by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureyou without PSIGEN's prior written authorization.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Company Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer ▇▇▇▇▇ has an indemnification obligation under the terms of Section 12.114.1, then the Indemnitee shall notify Buyer and Subsidiary (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability The Indemnifying Party shall have the right, at its option (a “Third-subject to the limitations set forth in Section 7.2(c) below) and at its own expense, by written notice to the Indemnified Party Claim”) should be asserted against any to assume the entire control of, subject to the right of the Seller Indemnified Parties Party to participate (the “Indemnitees”at its expense and with counsel of its choice) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectivelyin, the “Indemnitor”) within 20 days after defense, compromise or settlement of the Third-Third Party Claim as to which such Notice of Claim has been given, and shall be entitled to appoint a recognized and reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense. If the Indemnifying Party is asserted by a third party (said notification being referred to as a “Claim Notice”) permitted and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and elects to assume the defense of a Third Party Claim: (i) the Indemnifying Party shall diligently and in good faith defend such Third-Third Party Claim andand shall keep the Indemnified Party reasonably informed of the status of such defense; provided, however, that the Indemnified Party shall have the right to approve any settlement, which approval will not be unreasonably withheld, delayed or conditioned; provided, that, in connection therewiththe event that the Indemnifying Party provides prior written notice to the Indemnified Party of any settlement or compromise of, or offer to conduct settle or compromise, any proceedings Third Party Claim in full and the Indemnified Party withholds its consent to such settlement or negotiations relating thereto and necessary or appropriate compromise then, in the event indemnification is ultimately determined to defend the Indemnitee and/or settle the Third-be owing to an Indemnified Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements hereunder with respect to any Third-such Third Party Claim Claim, in no event shall indemnification be borne by the Indemnitor. If the Indemnitor agrees provided to assume the defense such Indemnified Party in respect of any Third-such Third Party Claim in writing within 20 days after an amount greater than the Claim Notice of amount contained in such Third-settlement or compromise of, or offer to settle or compromise, such Third Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then Claim; and (ii) the Indemnitor Indemnified Party shall be entitled to control cooperate fully in all respects with the conduct of Indemnifying Party in any such defense, and any decision to settle such Third-Party Claimcompromise or settlement thereof, including, without limitation, the selection of counsel, and the Indemnified Party shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only make available to the extent that the Indemnitor is materially Indemnifying Party all pertinent information and adversely prejudiced by such failuredocuments under its control.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Mojo Indemnified Parties or Buyer Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer a party has an indemnification obligation under the terms of Section 12.114.1 or Section 14.2, then the Indemnitee shall notify Buyer the party having such indemnification obligation (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If Except as otherwise provided herein, the Indemnifying Party may elect to compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any claim or liability (a “Third-Third Party Claim”) should be asserted against any . If the Indemnifying Party elects to compromise or defend such Third Party Claim, it shall, within 30 days after receiving notice of the Seller Third Party Claim, notify the Indemnified Parties (Party of its intent to do so, and the “Indemnitees”) by a third party after Indemnified Party shall cooperate, at the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination expense of the books and records Indemnifying Party, in the compromise of, or defense against, such Third Party Claim. If the Indemnifying Party elects not to compromise or defend against the Third Party Claim, or fails to notify the Indemnified Party of the Indemnitee relating its election to such Third-Party Claim and to assume do so as herein provided, or otherwise abandons the defense of such Third-Third Party Claim, (i) the Indemnified Party may pay (without prejudice of any of its rights as against the Indemnifying Party), compromise or defend such Third Party Claim andand (ii) the costs and expenses of the Indemnified Party incurred in connection therewith shall be indemnifiable by the Indemnifying Party pursuant to the terms of this Agreement. Notwithstanding anything to the contrary contained herein, in connection therewith, to conduct with any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Third Party Claim in writing within 20 days after which the Claim Notice Indemnified Party shall reasonably conclude, based upon the written advice of such Third-its counsel, that (x) there is a conflict of interest between the Indemnifying Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then and the Indemnitor shall be entitled to control Indemnified Party in the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Third Party Claim, or (y) there are specific defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party and which could be materially adverse to the Indemnifying Party, then the Indemnified Party shall have the right to be represented by counsel selected by it. In such an event, the Indemnifying Party shall pay the reasonable fees and disbursements of counsel to the Indemnifying Party or Parties and the Indemnified Party provided that the Indemnifying Party shall not be liable for the fees and expenses of more than one counsel for the Indemnified Parties other than local counsel. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim (unless the sole relief payable to a third party in respect of such Third Party Claim so long is monetary damages that are paid in full (subject to the Sellers' Basket or the WRF Basket, as applicable) by the Indemnitor continues party settling or compromising such claim, the settlement or compromise includes a complete release of the other party or parties hereto and, in the case of a settlement or compromise by the Indemnified Party, the Indemnifying Party has abandoned the defense until the final resolution of such Third-Third Party Claim) over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably delayed or withheld. In any event, except as otherwise provided herein, the Indemnified Party and the Indemnifying Party may each participate, at its own expense, in the defense of such Third Party Claim. The Indemnitor If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only make available to the extent Indemnifying Party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense, subject to the Indemnitor is materially and adversely prejudiced by such failurereceipt of appropriate confidentiality agreements.

Defense. If Except as otherwise provided herein, the ------- Indemnifying Party may elect to compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any claim or liability (a “Third-Third Party Claim”) should be asserted against any . If the Indemnifying Party elects to compromise or defend such Third Party Claim, it shall, within 30 days after receiving notice of the Seller Third Party Claim, notify the Indemnified Parties (Party of its intent to do so, and the “Indemnitees”) by a third party after Indemnified Party shall cooperate, at the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination expense of the books and records Indemnifying Party, in the compromise of, or defense against, such Third Party Claim. If the Indemnifying Party elects not to compromise or defend against the Third Party Claim, or fails to notify the Indemnified Party of the Indemnitee relating its election to such Third-Party Claim and to assume do so as herein provided, or otherwise abandons the defense of such Third-Third Party Claim, the Indemnified Party may pay (without prejudice of any of its rights as against the Indemnifying Party), compromise or defend such Third Party Claim andincluding the costs and expenses of the Indemnified Party incurred in connection therewith. Notwithstanding anything to the contrary contained herein, in connection therewithwith any Third Party Claim in which the Indemnified Party shall reasonably conclude, based upon the written advice of its counsel, that (x) there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Third Party Claim, or (y) there are specific defenses available to conduct the Indemnified Party which are different from or additional to those available to the Indemnifying Party and which could be materially adverse to the Indemnifying Party, then the Indemnified Party shall have the right to be represented by counsel selected by it. In such an event, the reasonable fees and disbursements of a single counsel to the Indemnified Party shall be included in the loss suffered by the Indemnified Party in respect of such Third Party Claim. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any proceedings liability with respect to, or negotiations relating thereto settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, which releases the Indemnified Party completely in connection with such Third Party Claim and which would not otherwise adversely affect the Indemnified Party. If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall make available to the Indemnifying Party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense, subject to defend the Indemnitee and/or settle receipt of appropriate confidentiality agreements. Notwithstanding the Third-foregoing, the Indemnifying Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall not be borne by the Indemnitor. If the Indemnitor agrees entitled to assume the defense of any Third-Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in writing within 20 days after defending such Third Party Claim) if the Claim Notice of such Third-Third Party Claim has been deliveredseeks an order, through counsel injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably satisfactory to Indemniteedetermines, then based on the Indemnitor opinion of its outside counsel, cannot be separated form any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with assume the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect portion relating to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failuremoney damages.

Defense. (a) Each Party shall promptly notify the other Party of any actual or potential claim alleging that the Research, Development, Manufacture, or Commercialization of any Licensed Product infringes, misappropriates, or otherwise violates any Patent Rights, Know-How, or other intellectual property rights of any Third Party (“Third Party Infringement”). In any such instance, the Parties shall as soon as practicable thereafter discuss in good faith the best response to such notice of Third Party Infringement, and, subject to Section 3.6, Gilead shall have the first right (but not the obligation) to defend any such claim of Third Party Infringement, at Gilead’s sole discretion, cost, and expense, and Hookipa shall have the right to be represented in any such action by counsel of its own choice at Hookipa’s sole cost and expense. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (b) If Gilead declines or fails to assert its intention to defend any such claim or liability (of Third Party Infringement within [***] days following receipt or, as applicable, sending of a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of notice pursuant to Section 12.111.4(a), then Hookipa shall have the Indemnitee right (but not the obligation) to defend such claim of Third Party Infringement at Hookipa’s sole discretion, cost and expense, and Gilead shall notify Buyer (collectively, have the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred right to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part be represented in any examination such action by counsel of its own choice at Gilead’s sole cost and expense. (c) In no event shall either Party settle or otherwise compromise any Third Party Infringement by admitting that any Patent Right included within the books and records of Licensed Technology is invalid or unenforceable, unless explicitly approved by the Indemnitee relating other Party in writing. In the event that Gilead, subject to such Third-Party Claim and to assume the defense of such Third-Party Claim andHookipa’s prior approval, in connection therewith, to conduct enters into any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements settlement with respect to any Third-actual or potential claim of Third Party Claim shall be borne by Infringement which includes the Indemnitor. If the Indemnitor agrees to assume the defense acceptance of any Thirdlicense to Patent Rights, Know-How, or other intellectual property rights owned or otherwise Controlled by any Third Party Claim in writing within 20 days after and necessary or useful for the Claim Notice Research, Development, Manufacture, or Commercialization of any Licensed Product, such Third-Party Claim has been delivered, through counsel reasonably satisfactory settlement shall further be subject to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureSection 9.5(c).

Defense. If Except as otherwise provided herein, the Indemnifying Party may elect to compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any claim or liability (a “Third-Third Party Claim”. If the Indemnifying Party elects to compromise or #297907 -35- defend such Third Party Claim, it shall, within thirty (30) should be asserted against any days after receiving notice of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Third Party Claim (ten (10) days if the Indemnified Party states in such notice that prompt action is asserted by a third party (said notification being referred required), notify the Indemnified Party of its intent to as a “Claim Notice”) do so, and give the Indemnitor a reasonable opportunity to take part in any examination Indemnified Party shall cooperate, at the expense of the books and records Indemnifying Party, in the compromise of, or defense against, such Third Party Claim. If the Indemnifying Party elects not to compromise or defend against the Third Party Claim, or fails to notify the Indemnified Party of the Indemnitee relating its election to such Third-Party Claim and do so as herein provided, or otherwise fails to assume pursue the defense of such Third-Third Party Claim andwith reasonable diligence, (i) the Indemnified Party may pay (without prejudice of any of its rights as against the Indemnifying Party), compromise or defend such Third Party Claim (until such defense is assumed by the Indemnifying Party) and (ii) the costs and expenses of the Indemnified Party incurred in connection therewith shall be paid by the Indemnifying Party pursuant to the terms of this Agreement. Notwithstanding anything to the contrary contained herein, in connection therewith, to conduct with any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Third Party Claim in writing within 20 days after which the Claim Notice Indemnified Party shall reasonably conclude, based upon advice of such Third-its outside legal counsel, that (x) there is a conflict of interest between the Indemnifying Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then and the Indemnitor shall be entitled to control Indemnified Party in the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Third Party Claim so long as or (y) there are specific defenses available to the Indemnitor continues such Indemnified Party which are different from or additional to those available to the Indemnifying Party and which could be materially adverse to the Indemnifying Party, then the Indemnified Party shall have the right to assume and direct the defense until the final resolution of such Third-Third Party Claim. The Indemnitor In such an event, the Indemnifying Party shall be responsible for paying pay the reasonable fees and disbursements of counsel of the Indemnifying Party and one counsel to all settlements made the Indemnified Parties. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or judgments entered with respect to compromise any Third-Third Party Claim (unless the sole relief payable in respect of such Third Party Claim is monetary damages that are paid in full by the Indemnifying Party) over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld by the Indemnified Party. In any event, except as otherwise provided herein, the Indemnified Party and the Indemnifying Party may each participate, at its own expense, in the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-such Third Party Claim. A failure by If the Indemnitee Indemnifying Party chooses to timely give defend any claim, the Claim Notice Indemnified Party shall not excuse Indemnitor from any indemnification liability except only make available to the extent Indemnifying Party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense, subject to the Indemnitor is materially and adversely prejudiced by such failurereceipt of appropriate confidentiality agreements.

Defense. If the facts relating to a Loss or Company Loss arise out of a Third Party Claim, or if there is any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after available by virtue of the Closing for which Buyer has an indemnification obligation under circumstances of the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectivelyLoss or Company Loss, the “Indemnitor”) Indemnity Obligor shall, by giving written notice to the Indemnified Party within 20 15 days after following its receipt of the Third-notice of such claim, assume the defense or the prosecution thereof, including the employment of counsel or accountants, reasonably satisfactory to the Indemnified Party, at its cost and expense; PROVIDED, HOWEVER, that during the interim the Indemnified Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity shall use its best efforts to take part all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the Loss or Company Loss. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any examination such action and to participate therein, but the fees and expenses of such counsel shall be at the books Indemnified Party's own expense, unless (a) the employment thereof has been specifically authorized by the Indemnity Obligor, (b) such Indemnified Party has been advised by counsel reasonably satisfactory to the Indemnity Obligor that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnity Obligor and records in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel, or (c) the Indemnitee relating to such Third-Party Claim and Indemnity Obligor has failed to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto action and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through employ counsel reasonably satisfactory to Indemniteethe Indemnified Party. Whether or not the Indemnity Obligor defends or prosecutes such claim, then all the Indemnitor parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trial as may be entitled reasonably requested in connection therewith. The Indemnity Obligor shall not be liable for any settlement of any such claim effected without its prior written consent. In the event of payment by the Indemnity Obligor to control the conduct Indemnified Party in connection with any Loss or Company Loss arising out of such defense, and any decision to settle such Third-a Third Party Claim, the Indemnity Obligor shall be subrogated to and shall be responsible for any expenses stand in the place of the Indemnitee Indemnified Party as to any events or circumstances in respect of which the Indemnified Party may have any right or claim against such third party relating to such indemnified matter. The Indemnified Party shall cooperate with the Indemnity Obligor in prosecuting any subrogated claim. The Indemnity Obligor will take no action in connection with any claim that would adversely affect the defense Indemnified Party without the consent of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureIndemnified Party.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted assessed against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer Seller has an indemnification obligation under the terms of Section 12.112.1.21, then the Indemnitee Seller Indemnified Parties shall notify Buyer (collectively, the “Indemnitor”) within 20 10 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor Buyer a reasonable opportunity to take part in any examination of the books and records of the Indemnitee Seller Indemnified Party relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee Seller Indemnified Parties and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits lawsuits, or settlements with respect to any Third-Party Claim shall be borne by the IndemnitorBuyer. If the Indemnitor indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 5 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to IndemniteeSeller Indemnified Party, then the Indemnitor Buyer shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee Seller Indemnified Parties in connection with the defense of such Third-Party Claim so long as the Indemnitor Buyer continues such defense until the final resolution of such Third-Party Claim. The Indemnitor Buyer shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorBuyer. Except as provided in subsection (b) below, both the Indemnitor Buyer and the Indemnitee Seller Indemnified Party must approve any settlement of a Third-Party Claim. A failure by the Indemnitee Seller Indemnified Party to timely give the Claim Notice shall not excuse Indemnitor Buyer from any indemnification liability except only to the extent that the Indemnitor Buyer is materially and adversely prejudiced by such failure.

Defense. Except as otherwise provided herein, an Indemnifying Party may elect to defend, at the Indemnifying Party’s own cost and expense and by the Indemnifying Party’s own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any Third Party Claim. If the Indemnifying Party elects to defend such Third Party Claim, the Indemnifying Party shall, within ten (10) days after receiving notice of the Third Party Claim, notify the Indemnified Party of its intent to do so, and the Indemnified Party shall cooperate, at the cost and expense of the Indemnifying Party, in the defense of such Third Party Claim; provided that the Indemnified Party is hereby authorized (but not obligated) at any time after giving notice to the Indemnifying Party of such Third Party Claim but prior to receiving such notice from the Indemnifying Party to file any motion, answer or other pleading and to take any other action which the Indemnified Party or its counsel deem reasonably necessary to protect the Indemnified Party’s interests. If any claim or liability (a “Third-Indemnifying Party elects not to defend the Third Party Claim”) should be asserted against , or fails to notify the Indemnified Party of its election to do so as herein provided, or otherwise abandons the defense of such Third Party Claim, (and during any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for other period in which Buyer an Indemnifying Party has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor been given a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume assume, but has not assumed, the defense of such Third-Third Party Claim) then (i) the Indemnified Party may (without prejudice to any of its rights against an Indemnifying Party), compromise or defend such Third Party Claim and, and (ii) the reasonable costs and expenses of the Indemnified Party incurred in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim therewith shall be borne indemnifiable as “Indemnifiable Losses” by the IndemnitorIndemnifying Party pursuant to this Article VI. If the Indemnitor agrees Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall be required to agree to any settlement, compromise or discharge of a Third Party Claim (1) that relates to the imposition of monetary damages only, (2) that the Indemnifying Party has recommended, (3) that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim (without regard to any limitations otherwise applicable hereunder), (4) that releases the Indemnified Party completely and (5) that would not otherwise adversely affect the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Third Party Claim (but shall nonetheless remain liable for the fees and expenses of counsel incurred by the Indemnified party in writing within 20 days after the Claim Notice of defending such Third-Third Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses as part of the Indemnitee “Indemnified Losses” hereunder) if the Third Party Claim is reasonably likely to result in the imposition of: (i) monetary damages in excess of 200% of the Indemnifying Party’s then remaining maximum liability hereunder or (ii) an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party. An Indemnified Party shall not settle or compromise any Action (to the extent such Indemnified Party is seeking indemnification in respect thereof) without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party elects to defend any Action, the Indemnified Party shall make available to the Indemnifying Party any Representatives or Information that are reasonably necessary or appropriate for such defense and such Representatives shall, when appropriate, furnish evidence, testimony and other assistance in connection with any such claim. In any event, except as otherwise provided herein, the Indemnified Party and the Indemnifying Parties may each participate, at its or their own expense, in the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Third Party Claim. The Indemnitor shall be responsible for paying all settlements made ; provided that if in the reasonable opinion of counsel to the Indemnified Party, there exists an actual or judgments entered potential conflict of interest or differing defenses between the Indemnifying Party and the Indemnified Party with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-such Third Party Claim. A failure by , the Indemnitee to timely give Indemnifying Party shall be liable for the Claim Notice shall not excuse Indemnitor from any indemnification liability except only reasonable fees and expenses of counsel to the extent that Indemnified Party in each jurisdiction for which the Indemnitor Indemnified Party determines counsel is materially required (and adversely prejudiced by such failureamounts shall be deemed “Indemnifiable Losses” hereunder).

Defense. If Except as otherwise provided herein, the Indemnifying Party may elect to compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any claim or liability (a “Third-Third Party Claim”) should be asserted against any . If the Indemnifying Party elects to compromise or defend such Third Party Claim, it shall, within 30 days after receiving notice of the Seller Third Party Claim, notify the Indemnified Parties (Party of its intent to do so, and the “Indemnitees”) by a third party after Indemnified Party shall cooperate, at the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination expense of the books and records Indemnifying Party, in the compromise of, or defense against, such Third Party Claim. If the Indemnifying Party elects not to compromise or defend against the Third Party Claim, or fails to notify the Indemnified Party of the Indemnitee relating its election to such Third-Party Claim and to assume do so as herein provided, or otherwise abandons the defense of such Third-Third Party Claim, (i) the Indemnified Party may pay (without prejudice of any of its rights as against the Indemnifying Party), compromise or defend such Third Party Claim andand (ii) the costs and expenses of the Indemnified Party incurred in connection therewith shall be indemnifiable by the Indemnifying Party pursuant to the terms of this Agreement. Notwithstanding anything to the contrary contained herein, in connection therewith, to conduct with any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Third Party Claim in writing within 20 days after which the Claim Notice Indemnified Party shall reasonably conclude, based upon the written advice of such Third-its counsel, that (x) there is a conflict of interest between the Indemnifying Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then and the Indemnitor shall be entitled to control Indemnified Party in the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Third Party Claim, or (y) there are specific defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party and which could be materially adverse to the Indemnifying Party, then the Indemnified Party shall have the right to assume and direct the defense and compromise of such Third Party Claim so long insofar as it relates to the Indemnitor continues Indemnified Party. In such defense until an event, the final resolution Indemnifying Party shall pay the reasonable fees and disbursements of counsel to the Indemnifying Party or Parties and the Indemnified Party provided that the Indemnifying Party shall not be liable for the fees and expenses of more than one counsel for the Indemnified Parties other than local counsel. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim (unless the sole relief payable to a third party in respect of such Third-Third Party Claim is monetary damages that are paid in full by the party settling or compromising such claim and the settlement or compromise includes a complete release of the other party or parties hereto) over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, except as otherwise provided herein, the Indemnified Party and the Indemnifying Party may each participate, at its own expense, in the defense of such Third Party Claim. The Indemnitor If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only make available to the extent Indemnifying Party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense, subject to the Indemnitor is materially and adversely prejudiced by such failurereceipt of appropriate confidentiality agreements.

Defense. If (a) The Authority shall notify the Borrower no later than 20 entire Business Days after written notice to the Authority that any claim or liability third party has brought any proceeding against an Indemnified Party that may result in an Indemnifiable Loss (a “Third-Third Party ClaimProceeding”). (b) should be asserted against When notice of a Third Party Proceeding is given to the Borrower at any time by an Indemnified Party, upon the Indemnified Party’s request the Borrower shall assume the investigation and defense, including the employment of counsel selected by the Indemnified Party and reasonably acceptable to the Borrower, and shall pay all Litigation Expenses of the Seller Indemnified Parties (Party related to the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Third Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume Proceeding. Upon assuming the defense of such Third-Party Claim andan Indemnified Party, in connection therewiththe Borrower may litigate, to conduct any proceedings compromise or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Third Party ClaimProceeding for the Indemnified Party, except that the Borrower may not compromise or settle for an Indemnified Party without the Indemnified Party’s written approval. An Indemnified Party has no liability for any compromise or settlement of a Third Party Proceeding made without its written approval. (c) Each Indemnified Party may employ separate counsel in any Third Party Proceeding and participate in the investigation and defense. The expenses Borrower shall pay the reasonable fees and disbursements of separate counsel, except that a Depository Indemnified Party may employ separate counsel at the Borrower’s expense only if in the Depository Indemnified Party’s reasonable judgment common representation creates a conflict of interest or if all parties commonly represented do not agree as to the action (including reasonable attorneys’ feesor inaction) of all negotiationscounsel. (d) Notwithstanding clause (b) and (c), proceedingsalternatively, contestswhen notice of a Third Party Proceeding is given to the Borrower at any time by an Indemnified Party, lawsuits or settlements with respect to any Third-the Indemnified Party Claim shall be borne by may engage the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through Attorney General as counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense investigation and defense. In that case, the Borrower shall pay all Litigation Expenses of such Third-the Indemnified Party Claim so long as related to the Indemnitor continues such defense until Third Party Proceeding. Upon engaging the final resolution Attorney General, the Indemnified Party may litigate, compromise or settle the Third Party Proceeding, except that the Borrower has no liability for any compromise or settlement of such Third-a Third Party Claim. The Indemnitor shall be responsible for paying all settlements Proceeding made without the Borrower’s written approval. (e) If an Indemnified Party or judgments entered with respect the Authority fails to any Third-Party Claim notify the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement Borrower of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only Proceeding no later than 20 entire business days after written notice to the extent that Authority of the Indemnitor Third-Party Proceeding, the Borrower is materially and adversely prejudiced by such failurenot required to pay for any Litigation Expense the Indemnified Party incurs before the Indemnified Party gives notice to the Borrower.

Defense. If any claim or liability (a “"Third-Party Claim”") should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”"Indemnitee") by a third party after the Closing for which Buyer has Purchaser have an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer Purchaser (collectively, the “"Indemnitor”") within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “"Claim Notice”") and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ ' fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Third Party Claim”) should be asserted Claim is made against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1Party, then the Indemnitee Indemnifying Party shall notify Buyer (collectivelybe entitled to participate in the negotiation, settlement and defense thereof with counsel of its choice and, if the “Indemnitor”) within 20 days after Indemnifying Party so chooses, to assume the Third-negotiation, settlement and defense thereof with counsel selected by the Indemnifying Party Claim is asserted and reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in Indemnified Party for any examination of period during which the books and records of Indemnifying Party has not assumed the Indemnitee relating to such Third-defense thereof. If the Indemnifying Party Claim and so elects to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-a Third Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor Indemnifying Party shall not be entitled liable to control the conduct of such defense, Indemnified Party for the fees and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of counsel subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, however, that (i) prior to assuming the defense of such Third-Third Party Claim, the Indemnifying Party shall provide to the Indemnified Party an undertaking stating that such Indemnifying Party is able to and will assume the payment of all defense fees and costs and (ii) the Indemnifying Party’s assumption of the defense of such Third Party Claim so long as shall not signify any agreement, obligation or commitment on the Indemnitor continues such defense until part of the final resolution Indemnifying Party to assume or pay any amount awarded to a claimant in respect of such Third-Third Party Claim. If the Indemnifying Party assumes such defense, then the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood, however, that the Indemnifying Party shall control such defense. If the Indemnifying Party chooses to defend any Third Party Claim, then the Parties shall cooperate in the defense or prosecution of such Third Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party has not within thirty (30) Business Days after receipt of an Indemnification Notice relating to a Third Party Claim, chosen to assume defense of a Third Party Claim or fails to defend such Third Party Claim actively and in good faith, then the Indemnified Party shall (upon further written notice) have the right to defend such Third Party Claim. The Indemnitor Indemnified Party shall be responsible for paying all settlements made or judgments entered with respect not take any action the purpose of which is to any Third-Party Claim prejudice the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of claim subject to indemnification hereunder or to induce a Third-Party Claim. A failure by the Indemnitee third party to timely give the Claim Notice shall not excuse Indemnitor from any assert a claim subject to indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurehereunder.

Defense. Subject to the remaining provisions hereof, the Indemnifying Party may, upon receipt of a Claim Notice relating to a Third Party Claim and at its expense, defend such claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of the Claiming Party, and the Claiming Party shall have the right, at its expense, to participate in but not control the defense thereof. The Indemnifying Party shall have the right to settle and compromise any such claim with respect to which it controls the defense only with the consent of the Claiming Party, which consent shall not be unreasonably withheld. If the proceeding involves a matter solely of concern to the Claiming Party in addition to the claim for which indemnification under this Article X is being sought, the Claiming Party shall have the right to control the defense and settlement of such additional claim in its own discretion and with its own counsel. If a firm written offer is made to settle any claim or such Third Party Claim which offer includes a complete release of the Claiming Party and its affiliates from any further liability in respect thereof and the Indemnifying Party proposes to accept such settlement and agrees in writing to indemnify the Claiming Party for all Losses related thereto and the Claiming Party refuses to consent to such settlement, then: (a “Third-i) the Indemnifying Party shall be excused from, and the Claiming Party shall be solely responsible for, all further defense of such Third Party Claim”; (ii) should be asserted against any the maximum liability of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Indemnifying Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Third Party Claim shall be borne the amount of the proposed settlement if the amount thereafter recovered from the Claiming Party on such Third Party Claim is greater than the amount of the proposed settlement; and (iii) the Claiming Party shall pay all attorneys' fees and legal costs and expenses incurred after the rejection of such settlement by the Indemnitor. If Claiming Party, but if the Indemnitor agrees to assume amount thereafter recovered by such third party from the defense Claiming Party is less than the amount of any Third-the proposed settlement, the Claiming Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled reimbursed by the Indemnifying Party for such attorneys' fees and legal costs and expenses up to control a maximum amount equal to the conduct of difference between the amount recovered by such defense, third party and any decision to settle such Third-Party Claim, and shall be responsible for any expenses the amount of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureproposed settlement.

Defense. ​ (a) Each Party shall promptly notify the other Party of any actual or potential claim alleging that the Research, Development, Manufacture, or Commercialization of any Licensed Product infringes, misappropriates, or otherwise violates any Patent Rights, Know-How, or other intellectual property rights of any Third Party (“Third Party Infringement”). In any such instance, the Parties shall as soon as practicable thereafter discuss in good faith the best response to such notice of Third Party Infringement, and, subject to Section 3.6, Gilead shall have the first right (but not the obligation) to defend any such claim of Third Party Infringement, at Gilead’s sole discretion, cost, and expense, and Hookipa shall have the right to be represented in any such action by counsel of its own choice at Hookipa’s sole cost and expense. ​ CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (b) If Gilead declines or fails to assert its intention to defend any such claim or liability (of Third Party Infringement within [***] days following receipt or, as applicable, sending of a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of notice pursuant to Section 12.111.4(a), then Hookipa shall have the Indemnitee right (but not the obligation) to defend such claim of Third Party Infringement at Hookipa’s sole discretion, cost and expense, and Gilead shall notify Buyer (collectively, have the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred right to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part be represented in any examination such action by counsel of its own choice at Gilead’s sole cost and expense. ​ (c) In no event shall either Party settle or otherwise compromise any Third Party Infringement by admitting that any Patent Right included within the books and records of Licensed Technology is invalid or unenforceable, unless explicitly approved by the Indemnitee relating other Party in writing. In the event that Gilead, subject to such Third-Party Claim and to assume the defense of such Third-Party Claim andHookipa’s prior approval, in connection therewith, to conduct enters into any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements settlement with respect to any Third-actual or potential claim of Third Party Claim shall be borne by Infringement which includes the Indemnitor. If the Indemnitor agrees to assume the defense acceptance of any Thirdlicense to Patent Rights, Know-How, or other intellectual property rights owned or otherwise Controlled by any Third Party Claim in writing within 20 days after and necessary or useful for the Claim Notice Research, Development, Manufacture, or Commercialization of any Licensed Product, such Third-Party Claim has been delivered, through counsel reasonably satisfactory settlement shall further be subject to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party ClaimSection 9.5(c). The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.​

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Third Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to made against an Indemnitee, then the Indemnitor shall be entitled to control participate in the conduct defense of such defensethe Third Party Claim and, if the Indemnitor so chooses, to assume the defense of the Third Party Claim by providing written notice within ten (10) days of receipt of an Indemnification Notice to the Indemnitor, and such written notice to assume the defense of any decision claim shall include a certification that the Indemnitor will indemnify the Indemnitee from and against the entirety of any Losses the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of or caused by such claim; provided, that the Indemnitor shall not be entitled to settle assume the defense (or continue the defense) (i) unless such Third-claim involves only money damages and does not seek an injunction or other equitable relief, (ii) if such claim relates to or arises in connection with a criminal or quasi criminal proceeding, action, indictment, allegation or investigation, (iii) if the settlement of, or an adverse judgment with respect to, such claim is, in the good faith judgment of the Indemnitee, likely to establish a precedent, custom or practice materially adverse to the continuing business interests of the Indemnitee or the Indemnitee has been advised in writing by counsel that a reasonable likelihood exists of a some other conflict of interest between the Indemnitee and the Indemnitor, (iv) such Third Party Claim may give rise to Losses which are more than the remaining Escrow Amount at the time such claim is submitted by the Indemnitee, (v) the Indemnitee reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be detrimental to or injure the Indemnitee’s reputation or future business prospects, or (vi) upon petition by the Indemnitee, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such Third Party Claim. If the Indemnitor so elects to assume the defense of a Third Party Claim, and then the Indemnitor shall not be responsible liable to the Indemnitee for any legal expenses of subsequently incurred by the Indemnitee in connection with the defense of such Third-the Third Party Claim so long as unless (A) the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made have failed, or judgments entered with respect is not entitled, to any Third-Party Claim assume the defense of which such Third Party Claim in accordance with this Section 8.6(b), (B) the employment of such counsel has been assumed specifically authorized in writing by the Indemnitor, which authorization shall not be unreasonably withheld, or (C) the named parties to any such action (including any impleaded parties) include both such Indemnitee and the Indemnitor and such Indemnitee shall have been advised in writing by such counsel that there may be one (1) or more legal defenses available to the Indemnitee which are not available to the Indemnitor, or available to the Indemnitor the assertion of which would be adverse to the interests of the Indemnitee. Except as provided in subsection (b) belowIf the Indemnitor assumes such defense, both then the Indemnitor shall do so through counsel reasonably acceptable to the Indemnitee at the expense of the Indemnitor and the Indemnitee must approve any settlement shall have the right to participate in the defense of a Third-the Third Party Claim. A failure Claim and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent Indemnitor, it being understood, however, that the Indemnitor shall control such defense, including any settlement or compromise of the Third Party Claim, but no such settlement or compromise may be effected without the Indemnitee’s consent, which will not be unreasonably withheld, conditioned or delayed; provided, however, that the Indemnitee’s consent shall not be required if (1) such settlement is materially for monetary payment (all of which is indemnifiable by the Indemnitor) only and adversely prejudiced does not impose injunctive relief or other restrictions of any kind or nature on any Indemnitee and (2) expressly and unconditionally releases the Indemnitee from all Liabilities with respect to such Third Party Claim, without prejudice pursuant to an unconditional term thereof. If the Indemnitor chooses to defend any Third Party Claim, then the Parties shall cooperate in the defense of the Third Party Claim in all reasonable respects. Such cooperation shall include the retention and (upon the Indemnitor’s request) provision to the Indemnitor of records that are reasonably relevant to the Third Party Claim and making employees available on a mutually convenient basis as may be reasonably necessary to provide additional information and explanation of any material provided. If the Indemnitor, within ten (10) days of receipt of an Indemnification Notice relating to a Third Party Claim, chooses not to assume defense of the Third Party Claim or fails to notify the Indemnitee that it is assuming the defense of such claim or, within a reasonable time after receipt of an Indemnification Notice relating to a Third Party Claim, fails to defend the Third Party Claim actively and in good faith, then the Indemnitee shall have the right to contest, settle or compromise the Third Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnitee shall have the right to pay or settle any Third Party Claim; provided, that, in such event it shall waive any right to indemnity therefor by the Indemnitor for such failureThird Party Claim or it shall have received the Indemnitor’s prior written consent (which will not be unreasonably withheld, conditioned or delayed).

Defense. If Promptly after receipt by an Indemnified Person of notice of any claim or liability (a “Third-Party Claim”) should be asserted against demand or the commencement of any of the Seller Indemnified Parties (the “Indemnitees”) suit, action or proceeding by a any third party after the Closing for with respect to which Buyer has an indemnification obligation under the terms of Section 12.1may be sought hereunder, then the Indemnitee such Indemnified Person shall notify Buyer (collectivelyin writing the Indemnitor of such claim or demand or the commencement of such suit, action or proceeding, but failure so to notify the Indemnitor shall not relieve the Indemnitor from any liability which the Indemnitor may have hereunder or otherwise, unless the Indemnitor shall be actually prejudiced by such failure. If the Indemnitor shall so elect, the “Indemnitor”) within 20 days after Indemnitor shall assume the Third-Party Claim is asserted by defense of such claim, demand, action, suit or proceeding, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall pay the fees and disbursements of such counsel. In the event, however, that such Indemnified Person shall reasonably determine that having common counsel would present such counsel with a third party (said notification being referred conflict of interest or alternative defenses shall be available to as a “Claim Notice”) and give an Indemnified Person or if the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and shall fail to assume the defense of the claim, demand, action, suit or proceeding in a timely manner, then such Third-Party Claim andIndemnified Person may employ separate counsel to represent or defend such Person against any such claim, in connection therewithdemand, to conduct any proceedings action, suit or negotiations relating thereto proceeding and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees shall pay the reasonable fees and disbursements of such counsel; provided, however, that the Indemnitor shall not be required to assume pay the fees and disbursements of more than one separate counsel for all Indemnified Persons in any jurisdiction in any single action, suit or proceeding. For any claim, demand, action, suit or proceeding the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then which the Indemnitor shall be entitled assume, the Indemnified Person shall have the right to control the conduct of participate therein and to retain its own counsel at such defenseIndemnified Person's own expense (except as otherwise specifically provided in this Section 12.4), and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as such participation does not interfere with the Indemnitor continues such defense until the final resolution Indemnitor's control of such Third-Party Claimclaim, demand, action, suit or proceeding. The Indemnitor shall be responsible for paying all settlements made not, without the prior written consent of the Indemnified Person, settle or judgments entered with compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect to any Third-Party Claim the defense of which has been assumed by indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of such Indemnified Person from all liability arising out of such xxx claim, demand, action, suit or proceeding and would not prohibit, restrict or impair the Indemnitor. Except as provided Indemnified Person from engaging in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurebusiness.

Defense. If any a third-party action, suit, claim or liability (a “Third-Party Claim”) should be asserted against any demand is involved, then, upon receipt of the Seller Indemnified Parties Indemnification Notice, the Indemnitor shall have thirty (30) calendar days after said notice is given to elect, by written notice given to the “Indemnitees”) by a third party after Indemnitee, to undertake, conduct and control, through counsel of its own choosing which is reasonably acceptable to the Closing for which Buyer has an indemnification obligation under Indemnitee and at Indemnitor’s sole expense, the terms good faith settlement or defense of Section 12.1such claim, then and the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give cooperate with the Indemnitor a in connection therewith; provided: (a) all settlements require the prior reasonable opportunity to take part in any examination consultation with the Indemnitee and the prior written consent of the books and records Indemnitee, which consent shall not be unreasonably withheld, provided that the Indemnitor may settle any such claim without the prior consent of the Indemnitee relating if such settlement involves the full release of the Indemnitee and the Indemnitor agrees to pay all amounts payable pursuant to such Third-Party Claim settlement, and (b) the Indemnitee shall be entitled to assume participate in such settlement or defense through counsel chosen by the defense Indemnitee, provided that Indemnitee acknowledges and accepts in writing full liability for the applicable Indemnification Matter and the fees and expenses of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim counsel shall be borne by the Indemnitee. So long as the Indemnitor is contesting any such claim in good faith, the Indemnitee shall not pay or settle any such claim; provided, however, that notwithstanding the foregoing, the Indemnitee shall have the right to pay or settle any such claim at any time, provided that in such event the Indemnitee shall waive any right of indemnification therefor by the Indemnitor. If the Indemnitor agrees does not make a timely election to assume undertake the good faith defense or settlement of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemniteeclaim as aforesaid, then the Indemnitor Indemnitee shall be entitled have the right to control contest, settle or compromise the conduct of such defenseclaim at its exclusive discretion, at the risk and any decision to settle such Third-Party Claim, and shall be responsible for any expenses expense of the Indemnitor. In any event, the Indemnitor and the Indemnitee shall fully cooperate with each other in connection with the defense of such Third-Party Claim so long claim, including without limitation by furnishing all available documentary or other evidence as is reasonably requested by the Indemnitor continues such defense until other. If the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered Indemnitee fails to consent to a settlement that imposes only monetary damages, then the Indemnitor’s liability with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice such matter shall not excuse Indemnitor from any indemnification liability except only be limited to the extent that the Indemnitor is materially and adversely prejudiced by amount of such failurerejected settlement.

Defense. If any claim or liability The Stockholders shall have the right, at their option (a “Third-Party Claim”subject to the limitations set forth in subsection 7.2(c) should be asserted against any below) and at their own expense, by written notice to the Indemnified Parties, to assume the entire control of, subject to the right of the Seller Indemnified Parties to participate (the “Indemnitees”at their expense and with counsel of their choice) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectivelyin, the “Indemnitor”) within 20 days after defense, compromise or settlement of the Third-Third Party Claim is asserted by as to which such Notice of Claim has been given, and shall be entitled to appoint a third party (said notification being referred recognized and reputable counsel to as a “Claim Notice”) and give be the Indemnitor a reasonable opportunity to take part lead counsel in any examination connection with such defense; provided that the Stockholders’ assumption of the books and records defense of the Indemnitee relating to such Third-a Third Party Claim and will not, vis-à-vis the Indemnified Parties, constitute acceptance of liability to the Indemnified Parties under this Article VII. So long as the Stockholders are contesting any such claim in good faith, the Indemnified Parties shall not pay or settle any such claim; provided, however, that notwithstanding the foregoing, the Indemnified Parties shall have the right to pay or settle any such claim at any time, provided that in such event, the Indemnified Parties shall waive any right of indemnification therefor under this Article VII. If the Stockholders elect to assume the defense of a Third Party Claim: (i) the Stockholders shall diligently and in good faith defend such Third-Third Party Claim andand shall keep the Indemnified Parties reasonably informed of the status of such defense and shall have full control of such defense and proceedings, in connection therewithincluding any compromise or settlement thereof; provided, to conduct however, that the Stockholders shall obtain the prior written consent of the applicable Indemnified Party before entering into any proceedings compromise or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-settlement of such Third Party Claim. The expenses , which consent shall not be unreasonably withheld, delayed or conditioned; provided further, that no such consent shall be required for any such compromise or settlement that: (including reasonable attorneys’ feesA) is exclusively monetary and will be paid in full out of all negotiations, proceedings, contests, lawsuits or settlements the Escrow Shares (rather than by the applicable Indemnified Party); (B) does not contain an admission of liability on the part of any Indemnified Party; and (C) unconditionally and fully releases the applicable Indemnified Party with respect to such Third Party Claim; and (ii) the Indemnified Parties shall cooperate fully in all respects with the Stockholders in any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, compromise or settlement thereof, including the selection of counsel and in making any decision to settle such Thirdrelated counterclaim against the Person asserting the Third Party Claim or any cross-Party Claimcomplaint against any Person, and the Indemnified Parties shall be responsible for any expenses make available to the Stockholders all pertinent information and documents under its control, including by providing the Stockholders with reasonable access during normal business hours of the Indemnitee in connection with applicable Indemnified Party to books, records and personnel of the defense of such Third-applicable Indemnified Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except but only to the extent that the Indemnitor is materially and adversely prejudiced by relevant to such failureThird Party Claim).

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party (a “Third-Party Claim”) after the Closing for which Buyer has have an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer and TWBI (collectively, collectively referred to as the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (Subject to the limitations set forth in this Section 11.5(b), in the event of a “Third-Third Party Claim”, the Indemnifying Party shall have the right (exercisable by written notice to the Indemnified Party within ten (10) should be asserted against any days after the Indemnified Party has given a Claim Notice of the Seller Third Party Claim) to conduct and control, through counsel of its choosing that is reasonably acceptable to the Indemnified Parties Party and at the Indemnifying Party’s own cost and expense, the defense, compromise or settlement of the Third Party Claim if the Indemnifying Party (i) has acknowledged and agreed in writing that, if the “Indemnitees”same is adversely determined, the Indemnifying Party shall provide indemnification to the Indemnified Party in respect thereof, and (ii) if requested by the Indemnified Party, has provided evidence reasonably satisfactory to the Indemnified Party of the Indemnifying Party’s financial ability to pay any Loss and Expense resulting from the Third Party Claim; provided, that the Indemnified Party may participate, through separate counsel chosen by it and at its own cost and expense, in the defense of the Third Party Claim. Notwithstanding the foregoing, if (A) the Indemnifying Party shall not have given notice of its election to conduct and control the defense of the Third Party Claim within such 10-day period, (B) the Indemnifying Party shall fail to conduct such defense diligently, (C) the Indemnified Party shall reasonably determine that use of counsel selected by the Indemnifying Party to represent the Indemnified Party would present such counsel with a third party after conflict of interest, or (D) the Closing Third Party Claim is for which Buyer has an indemnification obligation under injunctive, equitable or other non-monetary relief against the terms of Section 12.1Indemnified Party, then the Indemnitee Indemnified Party shall notify Buyer (collectively, have the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled right to control the conduct of such defense, compromise or settlement of the Third Party Claim with counsel of its choice at the Indemnifying Party’s sole cost and expense. In any decision to settle such Third-event, from and after delivery of a Claim Notice, the Indemnifying Party Claimand the Indemnified Party shall, and shall be responsible for any expenses of the Indemnitee cause their respective affiliates and representatives to, cooperate fully in connection with the defense or prosecution of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-any Third Party Claim, including furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party or the Indemnified Party in connection therewith. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim In addition, the party controlling the defense of which has been assumed any Third Party Claim shall keep the non-controlling party advised of the status thereof and shall consider in good faith any recommendations made by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Thirdnon-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurecontrolling party with respect thereto.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Third Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to made against an Indemnitee, then the Indemnitor shall be entitled to control participate in the conduct defense of such defensethe Third Party Claim and, if the Indemnitor so chooses, to assume the defense of the Third Party Claim by providing written notice within ten (10) days of receipt of an Indemnification Notice to the Indemnitor, and such written notice to assume the defense of any decision claim shall include a certification that the Indemnitor will indemnify the Indemnitee from and against the Losses the Indemnitee may suffer resulting from, arising out of or caused by such claim; provided that the Indemnitor shall not be entitled to settle assume the defense (or continue the defense) (i) unless such Third-claim involves only money damages and does not seek an injunction or other equitable relief, (ii) if such claim relates to or arises in connection with a criminal or quasi criminal proceeding, action, indictment, allegation or investigation, (iii) such Third Party Claim may give rise to Losses which are more than the remaining RWI Retention Amount at the time such claim is submitted by the Indemnitee, or (iv) upon petition by the Indemnitee, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such Third Party Claim. If the Indemnitor so elects to assume the defense of a Third Party Claim, and then the Indemnitor shall not be responsible liable to the Indemnitee for any legal expenses of subsequently incurred by the Indemnitee in connection with the defense of such Third-the Third Party Claim so long as unless (A) the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made have failed, or judgments entered with respect is not entitled, to any Third-Party Claim assume the defense of such Third Party Claim in accordance with this Section 7.7(b) or (B) the named parties to any such action (including any impleaded parties) include both such Indemnitee and the Indemnitor and such Indemnitee shall have been advised in writing by such counsel that there may be one (1) or more legal defenses available to the Indemnitee which has been assumed by are not available to the Indemnitor, or available to the Indemnitor the assertion of which would be adverse to the interests of the Indemnitee. Except as provided in subsection (b) belowIf the Indemnitor assumes such defense, both then the Indemnitor shall do so through counsel reasonably acceptable to the Indemnitee at the expense of the Indemnitor and the Indemnitee must approve any settlement shall have the right to participate in the defense of a Third-the Third Party Claim. A failure Claim and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent Indemnitor, it being understood, however, that the Indemnitor shall control such defense, including any settlement or compromise of the Third Party Claim, but no such settlement or compromise may be effected without the Indemnitee’s consent, which will not be unreasonably withheld, conditioned or delayed; provided, however, that the Indemnitee’s consent shall not be required if (1) such settlement is materially for monetary payment (all of which is indemnifiable by the Indemnitor) only and adversely prejudiced does not impose injunctive relief or other restrictions of any kind or nature on any Indemnitee and (2) expressly and unconditionally releases the Indemnitee from all Liabilities with respect to such Third Party Claim, without prejudice pursuant to an unconditional term thereof. If the Indemnitor chooses to defend any Third Party Claim, then the Parties shall cooperate in the defense of the Third Party Claim in all reasonable respects. Such cooperation shall include the retention and (upon the Indemnitor’s request) provision to the Indemnitor of records that are reasonably relevant to the Third Party Claim and making employees available on a mutually convenient basis as may be reasonably necessary to provide additional information and explanation of any material provided. If the Indemnitor, within ten (10) days of receipt of an Indemnification Notice relating to a Third Party Claim, chooses not to assume defense of the Third Party Claim or fails to notify the Indemnitee that it is assuming the defense of such claim or, within a reasonable time after receipt of an Indemnification Notice relating to a Third Party Claim, fails to defend the Third Party Claim actively and in good faith, then the Indemnitee shall have the right to contest, settle or compromise the Third Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnitee shall have the right to pay or settle any Third Party Claim; provided that except as set forth in the immediately preceding sentence, in such event it shall waive any right to indemnity therefor by the Indemnitor for such failureThird Party Claim or it shall have received the Indemnitor’s prior written consent (which will not be unreasonably withheld, conditioned or delayed).

Defense. If In connection with any claim or liability by a third party which may give rise to indemnity hereunder (a “Third-Party Claim”) should ), the Indemnifying Party may assume the defense of any such Third Party Claim, upon reasonably prompt written notice to the Indemnified Party, which defense shall be asserted against any of prosecuted by the Seller Indemnified Parties (the “Indemnitees”) by Indemnifying Party to a third party after the Closing for which Buyer has an indemnification obligation under final conclusion or settlement in accordance with the terms hereof; provided, however, that the failure to notify the Indemnified Party or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of Section 12.1, then its obligations hereunder. The Indemnifying Party shall diligently prosecute the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the defense of a Third-Party Claim is asserted Claim, including by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination assuming control of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim andand appointing counsel reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle Indemnifying Party shall not have the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees right to assume or continue control of the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of if such Third-Party Claim has been delivered(i) seeks non-monetary relief, through counsel (ii) involves criminal or quasi-criminal allegations or regulatory matters, (iii) results in, or could reasonably satisfactory be expected to Indemniteeresult in, then under applicable standards of professional conduct, a conflict of interest between the Indemnitor shall be entitled Indemnifying Party and the Indemnified Party with respect to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall or (iv) involves a claim that, if adversely determined, would be responsible for any expenses reasonably expected to establish a precedent, custom, or practice materially adverse to the continuing business interests or prospects of the Indemnitee in connection Indemnified Party or the operations of the Company (each, an “Exception Claim”). The Indemnifying Party will not consent to the entry of and judgment or enter into any settlement with respect to, or cease to defend, any claim by a third party with the defense of prior written consent, which such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall consent (A) may be responsible for paying all settlements made or judgments entered provided at Indemnified Party’s sole discretion with respect to any Thirda claim that involves criminal or quasi-criminal allegations, regulatory matters, or involves a claim that, if adversely determined, would be reasonably expected to establish a precedent, custom, or practice materially adverse to the continuing business interests or prospects of the Indemnified Party Claim or the operations of the Company, and (B) shall not be unreasonably withheld, conditioned, or delayed with respect to all other claims by a third party. In the event that (i) Indemnifying Party does not assume the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by , (i) the Indemnitee to timely give Indemnified Party does not diligently prosecute the defense of any Third-Party Claim Notice shall not excuse Indemnitor from as set forth in this Section 8(d)(ii) or such Third-Party Claim is, or at any indemnification liability except only time becomes, an Exception Claim, the Indemnified Party may defend against such Third-Party Claim in such manner as it may deem reasonably appropriate (including consent to the extent that entry of any judgment or enter into any settlement with respect to such Third-Party Claim), at the Indemnitor is materially sole cost and adversely prejudiced by such failureexpense of the Indemnifying Party.

Defense. If any claim or liability (i) Within thirty (30) days after delivery of an Indemnification Notice with respect to a “Third-Third Party Claim”) should be asserted against any , the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the Seller defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Parties Party; provided that (A) the “Indemnitees”Indemnifying Party may only assume control of such defense if (1) it acknowledges in writing to the Indemnified Party that any damages, fines, costs or other Liabilities that may be assessed against the Indemnified Party in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (2) the ad damnum in such Third Party Claim, taken together with the estimated costs of defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the amount of Losses for which the Indemnifying Party is potentially liable under this Article IX in connection with such Third Party Claim, and (B) the Indemnifying Party may not assume control of the defense of any Third Party Claim (I) by a third party after Governmental Entity involving criminal Liability or (II) in which equitable relief (other than incidental equitable relief in any pleadings seeking such remedies as may be deemed appropriate by the Closing for which Buyer has an indemnification obligation under court) is sought against the terms Indemnified Party or any of Section 12.1, then its Affiliates. The Indemnified Party is hereby authorized (but not obligated) prior to and during the Indemnitee shall notify Buyer thirty (collectively, the “Indemnitor”30) within 20 days after the Third-Party Claim is asserted by a third party (said notification being day period referred to as a “Claim Notice”) in the preceding sentence to file any motion, answer or other pleading and give the Indemnitor a reasonable opportunity to take part in any examination of other action which the books and records of Indemnified Party shall deem necessary or appropriate to protect its interests. (ii) If the Indemnitee relating to such Third-Indemnifying Party Claim and so elects to assume the defense of such Third-a Third Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemniteeas permitted under Section 9.4(b)(i), then the Indemnitor Indemnifying Party shall not be entitled liable to control the conduct of such defense, Indemnified Party for the reasonable fees and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of counsel subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof unless the Indemnified Party reasonably concludes (upon the advice of such Third-outside counsel) that the Indemnifying Party Claim so long as and the Indemnitor continues such defense until the final resolution of such Third-Indemnified Party Claim. The Indemnitor shall be responsible for paying all settlements made have conflicting interests or judgments entered different defenses available with respect to any Thirdsuch Third Party Claim, in each case such that it is in appropriate for a single outside counsel to represent both parties. Subject to Section 9.4(b)(iii), the Non-controlling Party Claim may participate in the defense of which has been assumed by the Indemnitor. Except as provided in subsection any Third Party Claim at its own expense (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent otherwise contemplated by the preceding sentence), it being understood, however, that the Indemnitor Controlling Party shall control such defense in all respects. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Claim and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Controlling Party and the Non-controlling Party shall reasonably cooperate in the defense, prosecution and/or settlement of any Third Party Claim, which cooperation shall include the retention and (upon the Controlling Party’s request) the provision to the Controlling Party of records that are reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim unless (A) such settlement or judgment (i) is materially solely for money damages and adversely prejudiced the Indemnifying Party agrees to pay all such money damages, (2) includes a complete and unconditional release of the Indemnified Party and its Affiliates from further Liability, (3) involves no admission of wrongdoing by the Indemnified Party or any of its Affiliates and (4) excludes any injunctive or non-monetary relief applicable to the Indemnified Party or any of its Affiliates or (B) the Indemnified Party consents thereto. If the Indemnifying Party is not permitted to under the terms of this Agreement, chooses not to, or does not, assume the defense of a Third Party Claim or fails to defend such failureThird Party Claim actively and in good faith, then the Indemnified Party shall have the right to defend, compromise or settle such Third Party Claim or consent to the entry of judgment with respect to such Third Party Claim at the expense of the Indemnifying Party; provided, however, the Indemnified Party shall not compromise or settle such Third Party Claim or consent to the entry of judgment with respect to such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which the Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties or the Buyer Indemnified Parties, as the case may be (the “Indemnitees”) ), by a third party after the Closing for which Buyer or Seller has an indemnification obligation under the terms of Section 12.112.1 or 12.2, as the case may be, then the Indemnitee shall notify Buyer or Seller, as the case may be (collectively, the “Indemnitor”) ), within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Buyer Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer Seller has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer Seller (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. Except as otherwise provided herein, the Indemnifying Party may elect to compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any Third Party Claim. If the Indemnifying Party elects to compromise or defend such Third Party Claim, it shall, within 30 days after receiving notice of the Third Party Claim, notify the Indemnified Party of its intent to do so, and the Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Third Party Claim. If the Indemnifying Party elects not to compromise or defend against the Third Party Claim, or fails to notify the Indemnified Party of its election to do so as herein provided, or otherwise abandons the defense of such Third Party Claim, (i) the Indemnified Party may pay (without prejudice of any of its rights as against the Indemnifying Party), compromise or defend such Third Party Claim and (ii) the costs and expenses of the Indemnified Party incurred in connection therewith shall be indemnifiable by the Indemnifying Party pursuant to the terms of this Agreement. Notwithstanding anything to the contrary contained herein, in connection with any Third Party Claim in which the Indemnified Party shall reasonably conclude, based upon the written advice of its counsel, that (x) there is a conflict of interest between the Indemnifying Party and the 57 Indemnified Party in the conduct of the defense of such Third Party Claim or (y) there are specific defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party and which could be materially adverse to the Indemnifying Party, then the Indemnified Party shall have the right to assume and direct the defense and compromise of such Third Party Claim. In such an event, the Indemnifying Party shall indemnify the Indemnified Party for the fees and disbursements of counsel to each of the Indemnifying Party and the Indemnified Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim or liability (a “Third-Party Claim”) should be asserted against any of unless the Seller Indemnified Parties (the “Indemnitees”) by sole relief payable to a third party after the Closing for which Buyer has an indemnification obligation under the terms in respect of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-such Third Party Claim is asserted monetary damages that are paid in full by a third the party (said notification being referred to as a “Claim Notice”settling or compromising such claim) and give over the Indemnitor a reasonable opportunity to take part in any examination objection of the books other; PROVIDED, HOWEVER, that consent to settlement or compromise shall not be unreasonably withheld. In any event, except as otherwise provided herein, the Indemnified Party and the Indemnifying Party may each participate, at its own expense, in the defense of such Third Party Claim. If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall make available to the Indemnifying Party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense, subject to the receipt of appropriate confidentiality agreements. Notwithstanding anything to the Indemnitee relating contrary contained in this paragraph (b), in the event prompt action is required with respect to such Third-the defense of a Third Party Claim Claim, the Indemnified Party shall, subject to the terms and conditions of this Article X, have the right to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Third Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations; PROVIDED, proceedingsHOWEVER, contests, lawsuits or settlements with respect to any Third-that in the event that the Indemnifying Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees subsequently elects to assume the defense of any Third-such Third Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to IndemniteeClaim, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee provisions set forth in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection this paragraph (b) below, both the Indemnitor shall be applicable and the Indemnitee must approve Indemnifying Party shall, subject to the terms and conditions of this Article X, indemnify the Indemnified Party for any settlement costs and expenses incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of a Third-such Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If In the event any Third Party shall make a demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in liability (to an Indemnified Party in respect of matters covered by the indemnity under this Agreement, or in the event that a “Third-potential Loss, damage or expense comes to the attention of any Party Claim”) should be asserted against any in respect of matters embraced by the indemnity under this Agreement, then the Party receiving notice or becoming aware of such event shall promptly notify the other Party in writing of the Seller demand, claim or lawsuit. Within thirty (30) days after written notice by the Indemnified Parties Party (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) to an Indemnifying Party of such demand, claim or lawsuit, except as provided in the next sentence, the Indemnifying Party shall have the option, at its sole cost and give expense, to retain counsel to defend any such demand, claim or lawsuit; provided that counsel who will conduct the Indemnitor a reasonable opportunity defense of such demand, claim or lawsuit will be approved by the Indemnified Party whose approval will not unreasonably be withheld. The Indemnified Party shall have the right, at its own expense, to take part participate in the defense of any examination suit, action or proceeding brought against it with respect to which indemnification may be sought hereunder; provided, if (i) the named parties to any such proceeding (including any interpleaded parties) include both the Indemnifying Party and the Indemnified Party, representation of both parties by the books same counsel would be inappropriate due to actual or potential differing interests between them, and records the Indemnifying Party has not retained separate counsel for the Indemnified Party, (ii) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnitee relating to such Third-Indemnifying Party, which authorization will not be unreasonably withheld, or (iii) the Indemnifying Party Claim and has not in fact employed counsel to assume the defense of such Third-action within a reasonable time; then, the Indemnified Party Claim andshall have the right to retain its own counsel at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party on a current basis. No Indemnifying Party, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after such demand, claim or lawsuit, will consent to entry of any judgment or enter into any settlement without the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses consent of the Indemnitee Indemnified Party. If any Indemnified Party will have been advised by counsel chosen by it that there may be one or more legal defenses available to such Indemnified Party which are different from or in connection with addition to those which have been asserted by the Indemnifying Party and counsel retained by the Indemnifying Party declines to assert those defenses, then, at the election of the Indemnified Party, the Indemnifying Party will not have the right to continue the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution demand, claim or lawsuit on behalf of such Third-Indemnified Party Claimand will reimburse such Indemnified Party and any Person controlling such Indemnified Party on a current basis for the reasonable fees and expenses of any counsel retained by the Indemnified Party to undertake the defense. The Indemnitor In the event that the Indemnifying Party shall be responsible for paying all settlements made or judgments entered with respect fail to any Third-respond within thirty (30) days after receipt of the Notice, the Indemnified Party Claim may retain counsel and conduct the defense of such demand, claim or lawsuit, as it may in its sole discretion deem proper, at the sole cost and expense of the Indemnifying Party, which has been assumed costs and expenses shall be paid by the IndemnitorIndemnifying Party on a current basis. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee Failure to timely give the Claim provide Notice shall not excuse Indemnitor from any indemnification liability limit the rights of such party to indemnification, except only to the extent that the Indemnitor Indemnifying Party’s defense of the action is materially and adversely actually prejudiced by such failure. The assumption of the defense or the non-assumption of the defense, by the purported Indemnifying Party will not affect such party’s right to dispute its obligation to provide indemnification hereunder.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Indemnitors Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “"Third-Party Claim”") should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”"Indemnitee") by a third party after the Closing for which Buyer has Purchaser have an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer Purchaser and Leasco (collectively, the “"Indemnitor”") within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “"Claim Notice”") and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ ' fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If Promptly after receipt by an Indemnified Person of notice of any claim or liability (a “Third-Party Claim”) should be asserted against demand or the commencement of any of the Seller Indemnified Parties (the “Indemnitees”) suit, action or proceeding by a any third party after the Closing for with respect to which Buyer has an indemnification obligation under the terms of Section 12.1may be sought hereunder, then the Indemnitee such Indemnified Person shall notify Buyer (collectivelyin writing the Indemnitor of such claim or demand or the commencement of such suit, action or proceeding, but failure so to notify the Indemnitor shall not relieve the Indemnitor from any liability which the Indemnitor may have hereunder or otherwise, unless the Indemnitor shall be actually prejudiced by such failure. If the Indemnitor shall so elect, the “Indemnitor”) within 20 days after Indemnitor shall assume the Third-Party Claim is asserted by defense of such claim, demand, action, suit or proceeding, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall pay the fees and disbursements of such counsel. In the event, however, that such Indemnified Person shall reasonably determine that having common counsel would present such counsel with a third party (said notification being referred conflict of interest or alternative defenses shall be available to as a “Claim Notice”) and give an Indemnified Person or if the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and shall fail to assume the defense of the claim, demand, action, suit or proceeding in a timely manner, then such Third-Party Claim andIndemnified Person may employ separate counsel to represent or defend such Person against any such claim, in connection therewithdemand, to conduct any proceedings action, suit or negotiations relating thereto proceeding and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees shall pay the reasonable fees and disbursements of such counsel; provided, however, that the Indemnitor shall not be required to assume pay the fees and disbursements of more than one separate counsel for all Indemnified Persons in any jurisdiction in any single action, suit or proceeding. For any claim, demand, action, suit or proceeding the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then which the Indemnitor shall be entitled assume, the Indemnified Person shall have the right to control the conduct of participate therein and to retain its own counsel at such defenseIndemnified Person's own expense (except as otherwise specifically provided in this Section 12.4), and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as such participation does not interfere with the Indemnitor continues such defense until the final resolution Indemnitor's control of such Third-Party Claimclaim, demand, action, suit or proceeding. The Indemnitor shall be responsible for paying all settlements made not, without the prior written consent of the Indemnified Person, settle or judgments entered with compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect to any Third-Party Claim the defense of which has been assumed by indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of such Indemnified Person from all liability arising out of such claim, demand, action, suit or proceeding and would not prohibit, restrict or impair the Indemnitor. Except as provided Indemnified Person from engaging in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurebusiness.

Defense. If any a third-party action, suit, claim or liability demand (a “Third-Third Party Claim”) should gives rise to an Indemnitor’s obligation to provide indemnification under Section 5.2 or Section 5.3 (other than with respect to Taxes which shall be asserted against any addressed in Section 6.7(f)), then, upon receipt of the Seller Indemnified Parties Indemnification Notice, the Indemnitor shall have ten (10) calendar days after said notice is given to elect, by written notice given to the “Indemnitees”Indemnitee, to undertake, conduct and control, through counsel of its own choosing which is reasonably acceptable to the Indemnitee and at the Indemnitor’s sole risk and expense, the good faith defense of such claim, provided, that (i) by a third party after Indemnitor acknowledges and accepts in writing full liability for the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1applicable Indemnification Matter, then and the Indemnitee shall notify Buyer cooperate with the Indemnitor in connection therewith; (ii) such Third Party Claim involves (and continues to involve) solely monetary damages which are not reasonably likely, in the Indemnitee’s discretion, to exceed the amount of the remaining in escrow pursuant to Section 2.4(b); and (iii) such Third Party Claim does not relate to or arise in connection with any criminal action or the Indemnitee’s relationship with any customer, supplier, employee or independent contractor; and (iv) the Indemnitor makes reasonably adequate provision to satisfy the Indemnitee of the Indemnitor’s ability to defend, satisfy and discharge such Third Party Claim (collectively, the “IndemnitorDefense Conditions”) within 20 days after ). Any Indemnitee shall have the Third-Party Claim is asserted by a third party (said notification being referred right to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part employ separate counsel in any examination of the books and records of the Indemnitee relating to such Third-Third Party Claim and to assume participate in the defense thereof, but the fees and expenses of such counsel shall not be an expense of the Indemnitor unless (a) the Indemnitor shall have failed, within ten (10) calendar days after the Indemnification Notice is given by the Indemnitee as provided in the preceding sentence, to undertake, conduct and control the defense of such Third-Third Party Claim andClaim, (b) any of the Defense Conditions fails to be satisfied, (c) the employment of such counsel has been specifically authorized by the Indemnitor, (d) there exists, in connection therewiththe Indemnitee’s discretion, to conduct any proceedings or negotiations relating thereto a conflict between the interests of the Indemnitor and necessary or appropriate to defend the Indemnitee and/or settle or (e) a defense exists, in the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiationsIndemnitee’s discretion, proceedings, contests, lawsuits or settlements with respect for the Indemnitee which is not available to any Third-Party Claim shall be borne by the Indemnitor. If the Defense Conditions are satisfied and the Indemnitor agrees elects to assume undertake, conduct and control the defense of any Third-a Third Party Claim in writing within 20 days after as provided herein, then: (i) the Claim Notice Indemnitor will not be liable for any settlement of such Third-Third Party Claim has been deliveredeffected without its consent, through counsel reasonably satisfactory which consent will not be unreasonably withheld or delayed; (ii) the Indemnitor may settle such Third Party Claim without the consent of the Indemnitee only if (A) all monetary damages payable in respect of the Third Party Claim are paid by the Indemnitor, (B) the Indemnitee receives a full, complete and unconditional release in respect of the Third Party Claim without any admission or finding of obligation, Liability, fault or guilt (criminal or otherwise) with respect to the Third Party Claim, and (C) no injunctive, extraordinary, equitable or other relief of any kind is imposed on the Indemnitee or any of its Affiliates; and (iii) the Indemnitor may otherwise settle such Third Party Claim only with the written consent of the Indemnitee, then the Indemnitor which consent will not unreasonably be withheld or delayed. Notwithstanding anything above in this Section 5.4(b). Buyer shall be entitled to control any Third Party Claim brought by a Governmental Entity. If the conduct of such defense, and any decision Indemnitor fails to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection proceed with the good faith defense or settlement of any Third Party Claim after making an election to undertake, conduct and control the good faith defense of such Third-Party Claim so long as claim, then, in either such event, the Indemnitor continues Indemnitee shall have the right to contest, settle or compromise such defense until claim at its exclusive discretion, at the final resolution risk and expense of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) belowIn any event, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure shall fully cooperate with each other in connection with eh defense, including by furnishing all available documentary or other evidence as is reasonably requested by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureother party.

Defense. If (a) Promptly after the assertion by any third party of any claim or liability (a “Third-"THIRD PARTY CLAIM") against any person or entity entitled to indemnification under this Paragraph 5.0 (the "INDEMNITEE") that results or may result in the incurrence by such Indemnitee of any Loss for which such Indemnitee would be entitled to indemnification, in whole or in part, pursuant to this Agreement, such Indemnitee shall promptly notify the party from whom such indemnification could be sought (the "INDEMNITOR") of such Third Party Claim”. (b) should If the Indemnitee may be asserted against any entitled to indemnification only in part with respect to the Third Party Claim: (1) Indemnitee shall be responsible for conducting the defense and settlement of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Third Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) unless Indemnitor elects at its own expense, and give with the Indemnitor a reasonable opportunity to take part in any examination consent of the books and records of the Indemnitee relating to such Third-Party Claim and Indemnitee, to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-entire Third Party Claim. The expenses ; (including reasonable attorneys’ fees2) All claims for reimbursement of all negotiations, proceedings, contests, lawsuits or settlements with respect defense costs and other indemnification pursuant to any Third-Party Claim this Paragraph 5 shall be borne by stayed until the Indemnitor. If resolution of the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Third Party Claim, and shall be responsible for any expenses resolved thereafter by compulsory binding arbitration between Indemnitor and Indemnitee. Any statute of limitations or time limit applicable to the assertion of a claim or defense to indemnification under this Paragraph 5 shall be tolled during the pendency of the Third Party Claim; and (3) The arbitrator shall be selected by mutual agreement of the parties, and the arbitration shall be conducted in accordance with the terms of the California Arbitration Act unless otherwise agreed by the parties. (c) If the Indemnitee is entitled to indemnification in full with respect to the Third Party Claim, then the Indemnitor shall have the right to assume the defense of the Indemnitee in connection with against such Third Party Claim (at the expense of the Indemnitor). If the Indemnitor fails to assume the defense of the Indemnitee, the Indemnitee may do so with its own counsel at Indemnitor's expense. (d) Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. Neither party shall, without the prior written consent of the other party: (1) settle, compromise or offer to settle any such Third-Third Party Claim so long as on a basis which would result in the Indemnitor continues such defense until imposition of a consent order, injunction or decree which would restrict the final resolution future activity or conduct of such Third-the other party or any affiliate, or (2) settle, compromise or offer to settle on a basis that does not include an unconditional release of the other party for any liability arising from the Third Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If In case any claim claim, demand or liability deficiency (a “Third-Party Claim”"CLAIM") should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party or any action is commenced or notice is given of any administrative or other proceeding against the person(s) and/or entities seeking indemnity under this SECTION 11 (said notification being hereinafter referred to as a “Claim Notice”the "INDEMNITEE") in respect of which such indemnity is sought hereunder (each and all of such persons and entities being hereinafter referred to as the "INDEMNITOR") pursuant to this SECTION 11, Indemnitee shall give the Indemnitor a reasonable opportunity prompt notice thereof in writing to take part Indemnitor. Within thirty (30) days after receipt of such notice (or prior to such earlier date as any answer in any examination administrative or other proceeding is due), Indemnitor may give Indemnitee written notice of the books and records of the Indemnitee relating its election to such Third-Party Claim and to assume conduct the defense of such Third-Party Claim and, in connection therewith, at its own expense. If Indemnitor has given Indemnitee such notice of election to conduct any proceedings or negotiations relating thereto and necessary or appropriate the defense, Indemnitee shall nevertheless have the right to defend participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnitee and/or settle in writing (within the Third-Party Claim. The expenses (including reasonable attorneys’ feestime hereinabove provided) of all negotiationsits election to conduct the defense of such Claim, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by Indemnitee may (but need not) conduct (at the expense of Indemnitor. If the Indemnitor agrees to assume ) the defense of any Third-Claim. The party assuming the defense of a Claim hereunder (the "DEFENDING PARTY") shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the "ASSUMING PARTY") shall notify the Defending Party Claim in writing (within 20 thirty (30) days after the Claim Notice receipt of such Third-notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party Claim has shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been delivered, through counsel reasonably satisfactory to Indemnitee, then the agreed upon. Indemnitee shall cooperate with Indemnitor shall be entitled to control the conduct of in such defense, and any decision to settle such Third-Party Claimat Indemnitor's cost, and Indemnitee shall be responsible for any expenses provide reasonable assistance of the Indemnitee Indemnitee's employees in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failuredefense.

Defense. If Except as otherwise provided herein, the Indemnifying ------- Party may elect to compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any claim or liability (a “Third-Third Party Claim”) should be asserted against any . If the Indemnifying Party elects to compromise or defend such Third Party Claim, it shall, within 30 days after receiving notice of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Third Party Claim (10 days if the Indemnifying Party states in such notice that prompt action is asserted by a third party (said notification being referred required), notify the Indemnified Party of its intent to as a “Claim Notice”) do so, and give the Indemnitor a reasonable opportunity to take part in any examination Indemnified Party shall cooperate, at the expense of the books and records Indemnifying Party, in the compromise of, or defense against, such Third Party Claim. If the Indemnifying Party elects not to compromise or defend against the third Party Claim, or fails to notify the Indemnified Party of the Indemnitee relating its election to such Third-Party Claim and to assume do so as herein provided, or otherwise abandons the defense of such Third-Third Party Claim, (i) the Indemnified Party may pay (without prejudice of any of its rights as against the Indemnifying Party), compromise or defend such Third Party Claim and(until such defense is assumed by the Indemnifying Party) and (ii) the costs and expenses of the Indemnified Party incurred in connection therewith shall be indemnifiable by the Indemnifying Party pursuant to the terms of this Agreement. Notwithstanding anything to the contrary contained herein, in connection therewith, to conduct with any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Third Party Claim in writing within 20 days after which the Claim Notice Indemnified Party shall reasonably conclude, based upon the written advice of such Third-its counsel, that (x) there is a conflict of interest between the Indemnifying Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then and the Indemnitor shall be entitled to control Indemnified Party in the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Third Party Claim so long as or (y) there are specific defenses available to the Indemnitor continues such Indemnified Party which are different from or additional to those available to the Indemnifying Party and which could be materially adverse to the Indemnifying Party, then the Indemnified Party shall have the right to assume and direct the defense until the final resolution of such Third-Third Party Claim. The Indemnitor In such an event, the Indemnifying Party shall pay the reasonable fees and disbursements of counsel of the Indemnifying Party and one counsel to all the Indemnified Parties. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the objection of the other, provided, however, that -------- ------- consent to settlement or compromise shall not be responsible for paying all settlements made or judgments entered with unreasonably withheld by the Indemnified Party and provided, further, that if the sole settlement relief -------- ------- payable to a Third Party in respect to any Third-of such Third Party Claim is monetary damages that are paid in full by the Indemnifying Party and such settlement includes an unconditional term releasing the Indemnified Party from all liability in respect of such Third Party Claim, the Indemnifying Party may settle such claim without the consent of the Indemnified Party. In any event, except as otherwise provided herein, the Indemnified Party and the Indemnifying Party may each participate, at its own expense, in the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-such Third Party Claim. A failure by If the Indemnitee Indemnifying Party chooses to timely give defend any claim, the Claim Notice Indemnified Party shall not excuse Indemnitor from any indemnification liability except only make available to the extent Indemnifying Party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense, subject to the Indemnitor is materially and adversely prejudiced by such failurereceipt of appropriate confidentiality agreements.

Defense. If any a claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party is made against any party entitled to indemnification under this Agreement, such Indemnified Party shall promptly (i.e., within five (5) business days of the Indemnified Party having actual knowledge of such claim) notify the indemnifying party of such claim. The indemnifying party shall have ten (10) business days after receipt of the Closing for above-referenced notice to undertake, through counsel of its choosing (subject to the reasonable consent of the Indemnified Party) and at the expense of the indemnifying party, the settlement or defense thereof; provided, however, that any such settlement shall be subject to the written consent of the Indemnified Party, which Buyer has an indemnification obligation under consent shall not be unreasonably withheld, conditioned or delayed. If approval of the monetary terms of Section 12.1any such proposed settlement is not given, then the Indemnitee Indemnifying Party's maximum monetary obligation for any future settlement or judgment shall notify Buyer (collectively, be the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination amount of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitorsettlement that was not so approved. If the Indemnitor agrees indemnifying party does not notify the Indemnified Party within ten (10) business days after receipt of the Indemnified Party's notice of a claim of indemnity hereunder that the indemnifying party elects to assume undertake the defense of any Third-thereof, or the indemnifying party ceases to reasonably contest such claim in good faith, the Indemnified Party Claim in writing within 20 days after shall have the Claim Notice of such Third-Party Claim has been deliveredright to contest, through counsel reasonably satisfactory to Indemnitee, then settle or compromise the Indemnitor shall be entitled to control claim at the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses expense of the Indemnitee in indemnifying party and subject to the written consent of the indemnifying party, which shall not be unreasonably withheld, conditioned or delayed. In connection with the defense of any claim, each party will make available to the party controlling such Third-Party Claim so long as defense, any books, records or other documents within its control that are reasonably requested in the Indemnitor continues such defense until the final resolution course of such Third-Party Claimdefense. The Indemnitor Nothing contained in this Section 9.3.2 shall be responsible for paying all settlements made or judgments entered with respect construed as a limitation on the right of any party to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureunder this Agreement.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted assessed against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 10 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 5 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted Claim is made against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1Party, then the Indemnitee Indemnifying Party shall notify Buyer be entitled to participate in the defense thereof and, if the Indemnifying Party so chooses, to assume (collectivelysubject to the limitations set forth below) the defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that, the “Indemnitor”Indemnifying Party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party) within 20 days after and shall pay the reasonable fees and expenses of one counsel for all Indemnified Parties in any one jurisdiction if (i) the Third-Party Claim is asserted relates to or arises in connection with any criminal or quasi criminal proceeding, action, indictment, allegation or investigation; (ii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party; (iii) the Indemnified Party has been advised by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor counsel that a reasonable opportunity likelihood exists of a conflict of interest (other than a claim for indemnification pursuant to take part in the terms of this Agreement) between the Indemnifying Party and the Indemnified Party; (iv) the defense, settlement or other action or omission with respect to such Third Party Claim could reasonably be expected to have the effect of increasing the present or future Tax liability or decreasing any examination present or future Tax asset of Buyer or any of its Affiliates, other than an adjustment to the Tax basis of the books and records Assets relating to an increase in Assumed Liabilities solely relating to such Third Party Claim; or (v) in the case of an Indemnified Party that is a Buyer Indemnified Party, such Indemnified Party reasonably believes that the monetary value of the Indemnitee relating Third Party Claim is reasonably estimated to (x) be less than the Deductible or (y) to exceed the Cap. If the Indemnifying Party so elects to assume (subject to the limitations set forth above) the defense of a Third-Party Claim, then the Indemnifying Party shall not be liable to the Indemnified Party for the reasonable fees and expenses of counsel subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that (i) prior to assuming the defense of such Third-Party Claim Claim, the Indemnifying Party shall provide to the Indemnified Party an undertaking stating that such Indemnifying Party is able to and to will assume the payment of all defense fees and costs and (ii) the Indemnifying Party’s assumption of the defense of such Third-Party Claim andshall not signify any agreement, obligation or commitment on the part of the Indemnifying Party to assume or pay any amount awarded to a claimant in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the respect of such Third-Party Claim. The expenses If the Indemnifying Party assumes (including reasonable attorneys’ feessubject to the limitations set forth above) of all negotiationssuch defense, proceedingsthen the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, contestsat its own expense, lawsuits or settlements with respect separate 6629923v2 from the counsel employed by the Indemnifying Party, it being understood, however, that the Indemnifying Party shall control such defense. If the Indemnifying Party chooses (subject to the limitations set forth above) to defend any Third-Party Claim Claim, then the Parties shall be borne by the Indemnitor. If the Indemnitor agrees to assume cooperate in the defense of any Third-Party Claim in writing within 20 days after the Claim Notice or prosecution of such Third-Party Claim has been delivered, through counsel Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records that are reasonably satisfactory relevant to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for making employees available on a mutually convenient basis to provide additional information and explanation of any expenses material provided hereunder. If the Indemnifying Party has not within thirty (30) days after receipt of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such an Indemnification Notice relating to a Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect , chosen to any Third-Party Claim the assume defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by , is not entitled to assume defense of a Third-Party Claim (as provided above) or fails to defend such Third-Party Claim actively and in good faith, then the Indemnitee Indemnified Party shall (upon further written notice) have the right to timely give the defend and, subject to Section 6.5, compromise or settle such Third-Party Claim Notice shall not excuse Indemnitor from any indemnification liability except only or consent to the extent that entry of judgment with respect to such Third-Party Claim, in each case at the Indemnitor is materially cost and adversely prejudiced by such failureexpense of the Indemnifying Party.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted assessed against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 10 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits lawsuits, or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 5 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If In the event any Third Party shall make a demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in liability (to an Indemnified Party in respect of matters covered by the indemnity under this Agreement, or in the event that a “Third-potential Loss, damage or expense comes to the attention of any Party Claim”) should be asserted against any in respect of matters embraced by the indemnity under this Agreement, then the Party receiving notice or becoming aware of such event shall promptly notify the other Party in writing of the Seller demand, claim or lawsuit. Within thirty (30) days after written notice by the Indemnified Parties Party (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) to an Indemnifying Party of such demand, claim or lawsuit, except as provided in the next sentence, the Indemnifying Party shall have the option, at its sole cost and give expense, to retain counsel to defend any such demand, claim or lawsuit; provided that counsel who will conduct the Indemnitor a reasonable opportunity defense of such demand, claim or lawsuit will be approved by the Indemnified Party whose approval will not unreasonably be withheld. The Indemnified Party shall have the right, at its own expense, to take part participate in the defense of any examination suit, action or proceeding brought against it with respect to which indemnification may be sought hereunder; provided, if (i) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, representation of both parties by the books same counsel would be inappropriate due to actual or potential differing interests between them, and records the Indemnifying Party has not retained separate counsel for the Indemnified Party, (ii) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnitee relating to such Third-Indemnifying Party, or (iii) the Indemnifying Party Claim and has not in fact employed counsel to assume the defense of such Third-action within a reasonable time; then, the Indemnified Party Claim andshall have the right to retain its own counsel at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party on a current basis. No Indemnifying Party, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after such demand, claim or lawsuit, will consent to entry of any judgment or enter into any settlement without the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses consent of the Indemnitee Indemnified Party. If any Indemnified Party will have been advised by counsel chosen by it that there may be one or more legal defenses available to such Indemnified Party which are different from or in connection with addition to those which have been asserted by the Indemnifying Party and counsel retained by the Indemnifying Party declines to assert those defenses, then, at the election of the Indemnified Party, the Indemnifying Party will not have the right to continue the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution demand, claim or lawsuit on behalf of such Third-Indemnified Party Claimand will reimburse such Indemnified Party and any Person controlling such Indemnified Party on a current basis for the reasonable fees and expenses of any counsel retained by the Indemnified Party to undertake the defense. The Indemnitor In the event that the Indemnifying Party shall be responsible for paying all settlements made or judgments entered with respect fail to any Third-respond within thirty (30) days after receipt of the Notice, the Indemnified Party Claim may retain counsel and conduct the defense of such demand, claim or lawsuit, as it may in its sole discretion deem proper, at the sole cost and expense of the Indemnifying Party, which has been assumed costs and expenses shall be paid by the IndemnitorIndemnifying Party on a current basis. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee Failure to timely give the Claim provide Notice shall not excuse Indemnitor from any indemnification liability limit the rights of such party to indemnification, except only to the extent that the Indemnitor Indemnifying Party’s defense of the action is materially and adversely actually prejudiced by such failure. The assumption of the defense, or the non-assumption of the defense, by the purported Indemnifying Party will not affect such party’s right to dispute its obligation to provide indemnification hereunder.

Defense. If the facts pertaining to a Loss arise out of the claim of ------- any third party, or if there is any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after available by virtue of the Closing for which Buyer has an indemnification obligation under circumstances of the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectivelyLoss, the “Indemnitor”) Indemnity Obligor may, by giving written notice to the Indemnified Party within 20 30 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination following its receipt of the books and records notice of the Indemnitee relating to such Third-Party Claim and claim, elect to assume the defense or the prosecution of such Third-claim, including the employment of counsel or accountants at its cost and expense; provided, however, that during the interim the Indemnified Party Claim andshall use its best efforts to take all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the Loss; provided that such counsel or accountants shall be reasonably satisfactory to the Indemnified Party; provided that the Indemnity Obligor agrees prior to assuming such defense or prosecution of the claim that it is obligated to indemnify the Indemnified Party for the loss suffered by the Indemnified Party as a result of such claim; provided that the Indemnity Obligor can demonstrate to the reasonable satisfaction of the Indemnified Party that such Indemnity Obligor has the financial ability to satisfy such indemnity obligation; and provided that any compromise or settlement must be reasonably approved by the Indemnified Party. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a claim may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnity Obligor, assume the exclusive right to defend, compromise or settle such claim, but the Indemnity Obligor will not be bound by any determination of a claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any such action and to participate in such action, but the fees and expenses of such counsel shall be at the Indemnified Party's own expense. Whether or not the Indemnity Obligor chooses so to defend or prosecute such claim, all the parties to this Agreement shall cooperate in the defense or prosecution of such claim and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trials as may be reasonably requested in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim No Indemnity Obligor shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible liable for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice any such claim effected without its prior written consent, which shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurebe unreasonably withheld.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted assessed against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 10 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor lndemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 5 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If Except as otherwise provided herein, the Indemnifying Party may elect to compromise or defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any claim or liability (a “Third-Third Party Claim”) should be asserted against any . If the Indemnifying Party elects to compromise or defend such Third Party Claim, it shall, within 30 days after receiving notice of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Third Party Claim (10 days if the Indemnifying Party states in such notice that prompt action is asserted by a third party (said notification being referred required), notify the Indemnified Party of its intent to as a “Claim Notice”) do so, and give the Indemnitor a reasonable opportunity to take part in any examination Indemnified Party shall cooperate, at the expense of the books and records Indemnifying Party, in the compromise of, or defense against, such Third Party Claim. If the Indemnifying Party elects not to compromise or defend against the third Party Claim, or fails to notify the Indemnified Party of the Indemnitee relating its election to such Third-Party Claim and to assume do so as herein provided, or otherwise abandons the defense of such Third-Third Party Claim, (A) the Indemnified Party may pay (without prejudice of any of its rights as against the Indemnifying Party), compromise or defend such Third Party Claim and(until such defense is assumed by the Indemnifying Party) and (B) the costs and expenses of the Indemnified Party incurred in connection therewith shall be indemnifiable by the Indemnifying Party pursuant to the terms of this Agreement. Notwithstanding anything to the contrary contained herein, in connection therewith, to conduct with any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Third Party Claim in writing within 20 days after which the Claim Notice Indemnified Party shall reasonably conclude, based upon the written advice of such Third-its counsel, that (x) there is a conflict of interest between the Indemnifying Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then and the Indemnitor shall be entitled to control Indemnified Party in the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Third Party Claim so long as or (y) there are specific defenses available to the Indemnitor continues such Indemnified Party which are different from or additional to those available to the Indemnifying Party and which could be materially adverse to the Indemnifying Party, then the Indemnified Party shall have the right to assume and direct the defense until the final resolution of such Third-Third Party Claim. The Indemnitor In such an event, the Indemnifying Party shall pay the reasonable fees and disbursements of counsel of the Indemnifying Party and one counsel to all the Indemnified Parties. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be responsible for paying all settlements made or judgments entered with unreasonably withheld by the Indemnified Party and provided further, that if the sole settlement relief payable to a Third Party in respect to any Third-of such Third Party Claim is monetary damages that are paid in full by the Indemnifying Party, the Indemnifying Party may settle such claim without the consent of the Indemnified Party. In any event, except as otherwise provided herein, the Indemnified Party and the Indemnifying Party may each participate, at its own expense, in the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-such Third Party Claim. A failure by If the Indemnitee Indemnifying Party chooses to timely give defend any claim, the Claim Notice Indemnified Party shall not excuse Indemnitor from any indemnification liability except only make available to the extent Indemnifying Party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense, subject to the Indemnitor is materially and adversely prejudiced by such failurereceipt of appropriate confidentiality agreements.

Defense. If any a third-party action, suit, claim or liability demand (a “Third-Third Party Claim”) should be asserted against any gives rise to an Indemnitor’s obligation to provide indemnification under Section 7.1 or Section 7.2, then, upon receipt of the Seller Indemnified Parties Indemnification Notice, the Indemnitor shall have ten (10) calendar days after said notice is given to elect, by written notice given to the “Indemnitees”Indemnitee, to undertake, conduct and control, through counsel of its own choosing which is reasonably acceptable to the Indemnitee and at its sole risk and expense, the good faith defense of such claim, provided that (i) by a third party after Indemnitor acknowledges and accepts in writing full liability for the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1applicable Indemnification Matter, then and the Indemnitee shall notify Buyer cooperate with the Indemnitor in connection therewith; (ii) such Third Party Claim involves (and continues to involve) solely monetary damages which are not reasonably likely, in the Indemnitee’s discretion, to exceed the amount of the Indemnity Escrow Amount deposited and remaining in the Indemnity Escrow Amount; (iii) such Third Party Claim does not relate to or arise in connection with any criminal action, the Indemnitee’s relationship with any customer, supplier, manufacturer or employee, any investigation, audit or Third Party Claim of any Governmental Authority; and (iv) the Indemnitor makes reasonably adequate provision to satisfy the Indemnitee of the Indemnitor’s ability to defend, satisfy and discharge such Third Party Claim (collectively, the “IndemnitorDefense Conditions”) within 20 days after ). Any Indemnitee shall have the Third-Party Claim is asserted by a third party (said notification being referred right to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part employ separate counsel in any examination of the books and records of the Indemnitee relating to such Third-Third Party Claim and to assume participate in the defense thereof, but the fees and expenses of such counsel shall not be an expense of the Indemnitor unless (a) the Indemnitor shall have failed, within ten (10) calendar days after the Indemnification Notice is given by the Indemnitee as provided in the preceding sentence, to undertake, conduct and control the defense of such Third-Third Party Claim andClaim, (b) any of the Defense Conditions fails to be satisfied, (c) the employment of such counsel has been specifically authorized by the Indemnitor, (d) there exists, in connection therewiththe Indemnitee’s discretion, to conduct any proceedings or negotiations relating thereto a conflict between the interests of the Indemnitor and necessary or appropriate to defend the Indemnitee and/or settle or (e) a defense exists, in the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiationsIndemnitee’s discretion, proceedings, contests, lawsuits or settlements with respect for the Indemnitee which is not available to any Third-Party Claim shall be borne by the Indemnitor. If the Defense Conditions are satisfied and the Indemnitor agrees elects to assume undertake, conduct and control the defense of any Third-a Third Party Claim in writing within 20 days after as provided herein, then: (i) the Claim Notice Indemnitor will not be liable for any settlement of such Third-Third Party Claim has been deliveredeffected without its consent, through counsel reasonably satisfactory which consent will not be unreasonably withheld or delayed; (ii) the Indemnitor may settle such Third Party Claim without the consent of the Indemnitee only if (a) all monetary damages payable in respect of the Third Party Claim are paid by the Indemnitor, (b) the Indemnitee receives a full, complete and unconditional release in respect of the Third Party Claim without any admission or finding of obligation, Liability, fault or guilt (criminal or otherwise) with respect to the Third Party Claim, and (c) no injunctive, extraordinary, equitable or other relief of any kind is imposed on the Indemnitee or any of its Affiliates; and (iii) the Indemnitor may otherwise settle such Third Party Claim only with the written consent of the Indemnitee, then which consent will not unreasonably be withheld or delayed. Notwithstanding anything above in this Section 7.3.2, the Indemnitor Investors shall be entitled to control any Third Party Claim with respect to which the conduct Defense Conditions are not satisfied, including, for the avoidance of such defense, and doubt any decision Third Party Claims brought by a Governmental Authority. If the Indemnitor fails to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection proceed with the good faith defense or settlement of any Third Party Claim after making an election to undertake, conduct and control the good faith defense of such Third-Party Claim so long as claim, then, in either such event, the Indemnitor continues Indemnitee shall have the right to contest, settle or compromise such defense until claim at its exclusive discretion, at the final resolution risk and expense of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim Action that might reasonably be expected to result in an Indemnifiable Claim is asserted or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) threatened by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectivelyagainst any Indemnified Party, the “Indemnitor”) within 20 days after the Third-Indemnifying Party Claim is asserted by a third party (said notification being referred may elect to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume control the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements thereof with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through experienced counsel reasonably satisfactory to Indemniteethe Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party, within fifteen (15) days after receipt of a notice of such Action fails to give written notice to the Indemnified Party that the Indemnifying Party shall undertake the defense thereof or thereafter fails to timely assume such defense, then the Indemnitor Indemnified Party shall be entitled have the right to control defend, compromise or settle the conduct Action for the account of the Indemnifying Party. An assertion by the Indemnifying Party of a reservation of rights with respect to such Action shall not constitute a failure to give written notice that it shall undertake such defense. If, and any decision to settle such Third-after the Indemnifying Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with has undertaken the defense of such Third-the Action, the Indemnified Party reasonably believes (and gives notice thereof to the Indemnifying Party) that an Indemnifiable Claim so long as may materially adversely affect the Indemnitor continues such defense until business or operations of the final resolution of such Third-Indemnified Party, then the Indemnified Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect have the right to any Third-Party Claim participate in the defense of which has been assumed by the IndemnitorAction at its own expense, subject to the reasonable direction of the other party. Except as provided in subsection (b) below, both Each of the Indemnitor Indemnifying Party and the Indemnitee must approve any settlement of a Third-Indemnified Party Claim. A failure by the Indemnitee to timely shall give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only all reasonable assistance to the extent that other party in connection therewith. In any case, the Indemnitor Indemnified Party shall, subject to Section 10.10, make available to the Indemnifying Party and its attorneys, accountants, employees, agents, advisors and consultants, at reasonable times during normal business hours, all books, records, documents, employees, agents, advisors and consultants under its control and relating to such Action or such other matter as to which the Indemnified Party is materially and adversely prejudiced by such failureor was required to give notice. The party having control of the defense of an Action shall notify the other party of every proposal, oral or written, for settlement, which it receives or makes.

Defense. If Except as otherwise provided herein, the Indemnifying Party may elect to compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel (which counsel shall be reasonably satis- factory to the Indemnified Party), any claim or liability (a “Third-Third Party Claim”) should be asserted against any . If the Indemnifying Party elects to compromise or defend such Third Party Claim, it shall, within 30 days after receiving notice of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Third Party Claim (10 days if the Indemnifying Party states in such notice that prompt action is asserted by a third party (said notification being referred required), notify the Indemnified Party of its intent to as a “Claim Notice”) do so, and give the Indemnitor a reasonable opportunity to take part in any examination Indemnified Party shall cooperate, at the expense of the books and records Indem- nifying Party, in the compromise of, or defense against, such Third Party Claim. If the Indemnifying Party elects not to compromise or defend against the Third Party Claim, or fails to notify the Indemnified Party of the Indemnitee relating its election to such Third-Party Claim and to assume do so as herein provided, or otherwise abandons the defense of such Third-Third Party Claim, (i) the Indemnified Party may pay (without prejudice to any of its rights as against the Indemnifying Party), compro- mise or defend such Third Party Claim and(until such defense is assumed by the Indemnifying Party) and (ii) the costs and ex- penses of the Indemnified Party incurred in connection there- with shall be indemnifiable by the Indemnifying Party pursuant to the terms of this Agreement. Notwithstanding anything to the contrary contained herein, in connection therewith, to conduct with any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Third Party Claim in writing within 20 days after which the Claim Notice Indemnified Party shall reasonably conclude, based upon advice of such Third-its outside legal counsel, that (x) there is a conflict of interest between the Indemnifying Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then and the Indemnitor shall be entitled to control Indemnified Party in the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Third Party Claim so long as or (y) there are specific defenses available to the Indemnitor continues such Indemnified Party which are different from or additional to those available to the Indemnifying Party and which could be materially adverse to the Indemnifying Party, then the Indemnified Party shall have the right to direct the defense until the final resolution of such Third-Third Party Claim with the participation of the Indemnifying Party. In such an event, the Indemnifying Party shall pay the reasonable fees and disbursements of counsel of the Indemnifying Party and one counsel to all the Indemnified Parties. Notwithstanding the foregoing, neither the Indemnify- ing Party nor the Indemnified Party may settle or compromise any claim (however, if the sole settlement relief payable to a third party in respect of such Third Party Claim is monetary damages that are paid in full by the Indemnifying Party, the Indemnifying Party may settle such claim without the consent of the Indemnified Party) over the objection of the other; pro- vided, however, that consent to settlement or compromise shall not be unreasonably withheld by the Indemnified Party. In any event, except as otherwise provided herein, the Indemnified Party and the Indemnifying Party may each participate, at its own expense, in the defense of such Third Party Claim. The Indemnitor If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only make available to the extent Indemnifying Party any per- sonnel or any books, records or other documents within its con- trol that are reasonably necessary or appropriate for such de- fense, subject to the Indemnitor is materially and adversely prejudiced by such failurereceipt of appropriate confidentiality agreements.

Defense. If any claim or liability (a “Third-Third Party Claim”) should be asserted Claim is made against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1Party, then the Indemnitee Indemnifying Party shall notify Buyer (collectivelybe entitled to participate in the defense thereof and, if the “Indemnitor”) within 20 days after Indemnifying Party so chooses, to assume the Third-defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, provided that the Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a third party (said notification being referred to as Person that is a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination customer or supplier of the books Business, or (y) seeks an injunction or other equitable relief against the Indemnified Party. The Indemnifying Party shall be liable for the reasonable fees and records expenses of counsel employed by the Indemnitee relating to such Third-Indemnified Party Claim and for any period during which the Indemnifying Party has not assumed the defense thereof. If the Indemnifying Party so elects to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-a Third Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor Indemnifying Party shall not be entitled liable to control the conduct of such defense, Indemnified Party for the reasonable fees and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of counsel subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, however, that (i) prior to assuming the defense of such Third-Third Party Claim, the Indemnifying Party shall provide to the Indemnified Party an undertaking stating that such Indemnifying Party is able to and will assume the payment of all defense fees and costs and (ii) the Indemnifying Party’s assumption of the defense of such Third Party Claim so long as shall not signify any agreement, obligation or commitment on the Indemnitor continues such defense until part of the final resolution Indemnifying Party to assume or pay any amount awarded to a claimant in respect of such Third-Third Party Claim. If the Indemnifying Party assumes such defense, then the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel separate from the counsel employed by the Indemnifying Party, it being understood, however, that the Indemnifying Party shall control such defense. The Indemnitor fees and disbursements of counsel employed by the Indemnified Party shall be responsible at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for paying all settlements made the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party chooses to defend any Third Party Claim, then the Parties shall cooperate in the defense or judgments entered prosecution of such Third Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party has not within ten (10) Business Days after receipt of an Indemnification Notice relating to a Third Party Claim, chosen to assume defense of a Third Party Claim or fails to defend such Third Party Claim actively and in good faith, then the Indemnified Party shall (upon further written notice) have the right to defend and, subject to Section 7.4(c), compromise or settle of such Third Party Claim or {W5975088.1} 33 consent to the entry of judgment with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-such Third Party Claim. A failure by , in each case at the Indemnitee to timely give cost and expense of the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureIndemnifying Party.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer Purchaser has an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer Purchaser and each of the Subsidiaries (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If the facts pertaining to a Loss arise out of the ------- claim of any third party, or if there is any claim against a third party available by virtue of the circumstances of the Loss, the Indemnity Obligor may, by giving written notice to the Indemnified Party within (i) thirty (30) days upon receipt of notice of a claim not involving a lawsuit or liability proceeding, or (ii) fifteen (15) days following its receipt of the notice of such claim involving a “Third-lawsuit or proceeding, elect to assume the defense or the prosecution thereof, including the employment of counsel or accountants at its cost and expense; provided, however, that during the interim the Indemnified Party Claim”shall use its best efforts to take all action (not including settlement) should reasonably necessary to protect against further damage or loss with respect to the Loss and comply with the terms and conditions of the Escrow and Indemnity Agreement; and, provided further that the Indemnity Obligor can only assume the defense if (a) the claim does not exceed the funds placed in escrow under the Escrow and Indemnity Agreement, or (b) the Indemnity Obligor (i) provides commercially reasonable evidence that it will have sufficient financial resources to defend the claim and satisfy its indemnification obligations, and (ii) the Indemnity Obligor conducts the defense of the claim actively and diligently. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any such action and to participate therein, but the fees and expenses of such counsel shall be asserted at the Indemnified Party's own expense. Whether or not the Indemnity Obligor chooses so to defend or prosecute such claim, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trials as may be reasonably requested in connection therewith. If a claim is based on any suit or proceeding by a third party for infringement which gives rise to a IP Claim resulting in Acquiror's use of the Software being enjoined or otherwise restricted, the Indemnity Obligor, if it elects to assume defense of such proceeding after receiving notice hereunder, shall be entitled at its sole expense to do any of the following: (i) procure for Acquiror the unrestricted right to continue using the Software, (ii) modify the Software so that it becomes noninfringing, (iii) settle the third party's infringement claim in a manner that gives Acquiror the unrestricted rights to the software being enjoined or otherwise restricted, or (iv) pay the indemnified party's claim as provided in this Article, provided that any settlement under this sentence shall require Parent's prior written approval which shall not be unreasonably withheld. Acquiror shall comply with any settlement or court order made in connection with such proceeding in the foregoing sentence provided that such compliance by Acquiror shall not limit the Indemnity Obligor's indemnification obligations hereunder. The Indemnity Obligor shall not be liable for any settlement of any such claim effected without its prior written consent, which shall not be unreasonably withheld. Before any claim may be brought against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectivelyCompany or Company Indemnitors, the “Indemnitor”) within 20 days after funds in escrow established pursuant to the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) Escrow and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall Indemnity Agreement will be borne used first by the Indemnitor. If the Indemnitor agrees Company and Company Indemnitors to assume the defense of pay any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defenseclaims made under this Article IX, and any decision Acquiror hereby authorizes the Company and Company AGREEMENT AND PLAN REORGANIZATION PAGE 36 Indemnitors to settle such Third-Party Claim, and shall be responsible for any expenses claims without consent of the Indemnitee Acquiror to the extent of the funds in connection with the defense such escrow. Company and Company Indemnitors may also settle any claim for which they are Indemnity Parties without consent of such Third-Party Claim Acquiror so long as the Indemnitor continues such defense until payment or performance does not either (y) exhaust the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed funds escrowed by the IndemnitorEscrow and Indemnity Agreement or (z) not exceed the maximum liability amounts set forth below. Except as provided Settlements requiring performance or payment in subsection (b) below, both excess of the Indemnitor and maximum liability amounts shall require the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureAcquiror's prior written consent.

Defense. If any claim or liability (a “"Third-Party Claim”") should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”"Indemnitee") by a third party after the Closing for which Buyer has Purchasers and Mimi & Coco have an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer Purchasers and Mimi & Coco (collectively, the “"Indemnitor”") within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “"Claim Notice”") and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ ' fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify each Buyer (collectively, the “Indemnitor”) within 20 twenty (20) days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 twenty (20) days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (i) Within thirty (30) days after delivery of an Indemnification Notice with respect to a “Third-Third Party Claim”) should be asserted against any , the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the Seller defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Parties Party; provided that (A) the “Indemnitees”Indemnifying Party may only assume control of such defense if (1) it acknowledges in writing to the Indemnified Party that any damages, fines, costs or other Liabilities that may be assessed against the Indemnified Party in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (2) the ad damnum in such Third Party Claim, taken together with the estimated costs of defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the amount of Losses for which the Indemnifying Party is potentially liable under this Article IX in connection with such Third Party Claim, and (B) the Indemnifying Party may not assume control of the defense of any Third Party Claim (I) by a third party after Governmental Entity involving criminal Liability or (II) in which equitable relief (other than incidental equitable relief in any pleadings seeking such remedies as may be deemed appropriate by the Closing for which Buyer has an indemnification obligation under court) is sought against the terms Indemnified Party or any of Section 12.1, then its Affiliates. The Indemnified Party is hereby authorized (but not obligated) prior to and during the Indemnitee shall notify Buyer thirty (collectively, the “Indemnitor”30) within 20 days after the Third-Party Claim is asserted by a third party (said notification being day period referred to as a “Claim Notice”) in the preceding sentence to file any motion, answer or other pleading and give the Indemnitor a reasonable opportunity to take part in any examination of other action which the books and records of Indemnified Party shall deem necessary or appropriate to protect its interests. (ii) If the Indemnitee relating to such Third-Indemnifying Party Claim and so elects to assume the defense of such Third-a Third Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemniteeas permitted under Section 9.4(b)(i), then the Indemnitor Indemnifying Party shall not be entitled liable to control the conduct of such defense, Indemnified Party for the reasonable fees and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of counsel subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof unless the Indemnified Party reasonably concludes (upon the advice of such Third-outside counsel) that the Indemnifying Party Claim so long as and the Indemnitor continues such defense until the final resolution of such Third-Indemnified Party Claim. The Indemnitor shall be responsible for paying all settlements made have conflicting interests or judgments entered different defenses available with respect to any Thirdsuch Third Party Claim, in each case such that it is inappropriate for a single outside counsel to represent both parties. Subject to Section 9.4(b)(i), the Non-controlling Party Claim may participate in the defense of which has been assumed by the Indemnitor. Except as provided in subsection any Third Party Claim at its own expense (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent otherwise contemplated by the preceding sentence), it being understood, however, that the Indemnitor Controlling Party shall control such defense in all respects. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Claim and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Controlling Party and the Non-controlling Party shall reasonably cooperate in the defense, prosecution and/or settlement of any Third Party Claim, which cooperation shall include the retention and (upon the Controlling Party’s request) the provision to the Controlling Party of records that are reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim unless (A) such settlement or judgment (i) is materially solely for money damages and adversely prejudiced the Indemnifying Party agrees to pay all such money damages, (2) includes a complete and unconditional release of the Indemnified Party and its Affiliates from further Liability, (3) involves no admission of wrongdoing by the Indemnified Party or any of its Affiliates and (4) excludes any injunctive or non-monetary relief applicable to the Indemnified Party or any of its Affiliates or (B) the Indemnified Party consents thereto. If the Indemnifying Party is not permitted to under the terms of this Agreement, chooses not to, or does not, assume the defense of a Third Party Claim or fails to defend such failureThird Party Claim actively and in good faith, then the Indemnified Party shall have the right to defend, compromise or settle such Third Party Claim or consent to the entry of judgment with respect to such Third Party Claim at the expense of the Indemnifying Party; provided, however, the Indemnified Party shall not compromise or settle such Third Party Claim or consent to the entry of judgment with respect to such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Defense. If any claim or liability (a “Third-Party Third­Party Claim”) should be asserted against any of the Seller Buyer Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer a Seller has an indemnification obligation under the terms of Section 12.112.1 , then the Indemnitee shall notify Buyer Seller (collectively, the “Indemnitor”) within 20 days after the Third-Party Third­Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Third­Party Claim and to assume the defense of such Third-Party Third­Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Third­ Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Third­Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Third­Party Claim in writing within 20 days after the Claim Notice of such Third-Party Third­Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Third­Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Third­Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Third­Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Third­Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Third­Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “IndemnitorIndemnitors”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the IndemnitorIndemnitors. If the Indemnitor agrees Indemnitors agree to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor Indemnitors shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues Indemnitors continue such defense until the final resolution of such Third-Party Claim. The Indemnitor Indemnitors shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is Indemnitors are materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer Purchaser has an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer Purchaser and Leasco (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-The Indemnified Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give permit the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Claim and any litigation resulting therefrom (and to prosecute by way of counterclaim or third party complaint any claim against such third party arising out of or relating to the Claim in question) upon receipt by the Indemnified Party Claim and, in connection therewith, of the Indemnitor's written acknowledgment of its obligation to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend indemnify the Indemnitee and/or settle the Third-Indemnified Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to the Claim and agreement to assume the defense of all claims or counts of such Claim. After giving such written agreement, the Indemnitor shall not be liable under this Agreement for any Third-legal or other expenses subsequently incurred by the Indemnified Party Claim in connection with such defense but the Indemnitor shall be borne responsible for all such expenses incurred by the Indemnified Party in connection with the Claim prior to the assumption of the defense by the Indemnitor. Notwithstanding the foregoing, any Indemnified Party shall be entitled to conduct its own defense at the cost and expense of the Indemnitor if the Indemnified Party can establish, by reasonable evidence, that the conduct of its defense by the Indemnitor would reasonably be likely to prejudice the Indemnified Party due to the nature of any claims or counterclaims presented or by virtue of a conflict between the interest of the Indemnified Party and the Indemnitor, and provided further that in any event the Indemnified Party may participate in such defense at its own expense. Counsel selected by the Indemnitor or by the Indemnified Party to defend any Claim shall be subject to the reasonable approval of the other party. If the Indemnitor agrees fails to assume the defense of any Third-Party such Claim as provided above within a reasonable time (which shall be such period of time as will not, in writing within 20 days the reasonable judgment of the Indemnified Party, result in prejudice to the rights of the Indemnified Party) after the Claim Notice of such Third-Party Claim due notice has been delivered, through counsel reasonably satisfactory to Indemniteegiven of a Claim, then until such time as the Indemnitor shall make such assumption, the Indemnified Party shall have the right to prosecute and conduct its own defense by counsel of its choice; provided, however, that the Indemnified Party may not enter into any compromise or settlement thereof without the consent of the Indemnitor, which consent shall not be entitled to control the conduct of such defenseunreasonably withheld, and any decision to settle such Third-Party Claim, and conditioned or delayed. Such defense shall be responsible for any expenses at the cost and expense of the Indemnitee in connection with the defense of such Third-Party Claim so long as Indemnitor if the Indemnitor continues subsequently assumes such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) belowabove, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent or if it is subsequently determined that the Indemnitor is materially or was obligated to indemnify the Indemnified Party with respect to such Claim. Notwithstanding the foregoing: (i) if a Claim seeks equitable relief; or (ii) if the subject matter of a Claim relates to the ongoing business of any of the Purchaser Indemnified Parties, which Claim, if decided against any of the Purchaser Indemnified Parties, would have a Material Adverse Effect on the ongoing business or reputation of any of the Purchaser Indemnified Parties, then, in each such case, the Purchaser Indemnified Parties alone shall be entitled to, acting as a reasonable person under similar circumstances, contest, defend and adversely prejudiced by settle such failureClaim in the first instance and, if the Purchaser Indemnified Parties do not contest, defend or settle such Claim, the Sellers' Representative shall then have the right to contest and defend (but not settle) such Claim.