Common use of Defense Clause in Contracts

Defense. If any claim against an Indemnified Party shall arise by reason of any claim made by third parties against it, the Indemnifying Party shall have the right to assume the defense of the matter giving rise to the claim for indemnification through counsel of its selection reasonably acceptable to the Indemnified Party at the Indemnifying Party's expense, and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right to assume the defense of such matter on behalf of and for the account of the Indemnifying Party; provided, however, that unless the Indemnifying Party has refused to undertake the defense, the Indemnified Party shall not settle or compromise any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewith.

Defense. If the facts relating to a Loss or Company Loss arise out of a Third Party Claim, or if there is any claim against an Indemnified Party shall arise a third party available by reason virtue of any claim made by third parties against itthe circumstances of the Loss or Company Loss, the Indemnifying Party shall have the right to assume the defense of the matter Indemnity Obligor shall, by giving rise to the claim for indemnification through counsel of its selection reasonably acceptable written notice to the Indemnified Party within 15 days following its receipt of the 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 Indemnifying Party's expense, and interim the Indemnified Party shall have use its best efforts to take all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity onlyLoss or Company Loss. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, 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 at the 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 in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel, or (c) the Indemnity Obligor has failed to assume the defense of such matter on behalf action and employ counsel reasonably satisfactory to the Indemnified Party. Whether or not the Indemnity Obligor defends or prosecutes 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 trial as may be reasonably requested in connection therewith. The Indemnity Obligor shall not be liable for any settlement of and for any such claim effected without its prior written consent. In the account event of payment by the Indemnifying Party; provided, however, that unless the Indemnifying Party has refused Indemnity Obligor to undertake the defense, the Indemnified Party in connection with any Loss or Company Loss arising out of a Third Party Claim, the Indemnity Obligor shall not settle be subrogated to and shall stand in the place of the Indemnified Party as to any events or compromise 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 without that would adversely affect the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Indemnified Party may settle without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewith.

Defense. If any claim against Promptly after receipt by an Indemnified Party of notice of a possible action, suit, proceeding or claim referred to in Section 7.01 hereof, such Indemnified Party, if a claim in respect thereof is to be made against the Indemnifying Party under such Section, shall arise by reason provide the Indemnifying Party with written particulars thereof; provided that failure to provide the Indemnifying Party with such particulars shall not relieve such Indemnifying Party from any liability which it might have on account of the indemnity provided for in this Article Seven except insofar as such failure shall prejudice such Indemnifying Party. The Indemnified Party shall also provide to the Indemnifying Party copies of all relevant documentation and, unless the Indemnifying Party assumes the defence thereof, shall keep such Indemnifying Party advised of the progress thereof and will discuss with the Indemnifying Party all significant actions proposed. An Indemnifying Party shall be entitled, at its own expense, to participate in (and, to the extent that it may wish, to assume) the defence of any such action, suit, proceeding or claim made but such defence shall be conducted by third parties against itcounsel of good standing approved by the Indemnified Party, such approval not to be unreasonably withheld. Upon the Indemnifying Party notifying the Indemnified Party of its election so to assume the defence and retaining such counsel, the Indemnifying Party shall have the right to assume the defense of the matter giving rise to the claim for indemnification through counsel of its selection reasonably acceptable not be liable to the Indemnified Party at for any legal or other expenses subsequently incurred by it in connection with such defence other than for reasonable costs of investigation. If such defence is assumed by the Indemnifying Party's expense, it shall, through the course thereof, provide copies of all relevant documentation to the Indemnified Party, keep such Indemnified Party advised of the progress thereof and shall discuss with the Indemnified Party all significant actions proposed. No Indemnifying Party shall enter into any settlement without the consent of the Indemnified Party, but such consent shall not be unreasonably withheld. If such defence is not assumed by the Indemnifying Party, the Indemnifying Party shall not be liable for any settlement made without its consent, but such consent shall not be unreasonably withheld. Notwithstanding the foregoing, an Indemnified Party shall have the right, at its own the Indemnifying Party's expense, to employ counsel to represent itof its own choice in respect of the defence of any such action, which suit, proceeding or claim if (a) the employment of such counsel shall act has been authorized by the Indemnifying Party in an advisory capacity only. The connection with such defence; or (b) counsel retained by the Indemnifying Party or the Indemnified Party shall cooperate fully have advised the Indemnified Party that there may be legal defences available to make it which are different from or in addition to those available to the Indemnifying Party all pertinent information under the Indemnified Party's control as (in which event and to the claim and shall make its appropriate personnelthat extent, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall not have the right to assume or direct the defense of such matter defence on behalf of and for the account of the Indemnifying Party; provided, however, that unless the Indemnifying Party has refused to undertake the defense, the Indemnified Party shall not settle or compromise any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against ) or that there may be a conflict of interest between the Indemnified Indemnifying Party and the Indemnified Party; or (c) the Indemnifying Party is unconditionally released from all further potential liability in connection therewithshall not have assumed such defence and employed counsel therefor within a reasonable time after receiving notice of such action, suit, proceeding or claim.

Defense. If any claim action is brought against an Indemnified Party shall arise by reason of any claim made by third parties against itindemnified party, the Indemnifying indemnifying Party shall have the right will be entitled to participate in and to assume the defense thereof to the extent that it may wish, and after notice from the indemnifying Party to such indemnified party of the matter giving rise to the claim for indemnification through counsel of its selection reasonably acceptable to the Indemnified Party at the Indemnifying indemnifying Party's expense, and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right ’s election to assume the defense thereof, the indemnifying Party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof unless the indemnifying Party has failed to assume and diligently prosecute the defense of such matter on behalf of and for the account claim. Notwithstanding any of the Indemnifying Party; providedforegoing to the contrary, however, that unless the Indemnifying indemnified party will be entitled to select its own counsel and assume the defense of any action brought against it if the indemnifying Party has refused fails to undertake the assume or diligently prosecute such defense, the Indemnified expenses of such defense to be paid by the indemnifying Party. As a condition to the indemnifying Party’s obligations hereunder, the indemnified party will in good faith cooperate with and assist the indemnifying Party in the prosecution or defense of such indemnified claim at no unreasonable expense to the indemnified party. No indemnifying Party shall not settle consent to entry of any judgment or compromise enter into any settlement with respect to a claim either (a) without the prior written consent of the Indemnifying indemnified party, which consent shall not be unreasonably withheld, or (b) unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. No 27242226 49 Asset Purchase Agreement indemnified party shall consent to entry of any judgment or enter into any settlement of any such action, the defense of which has been assumed by an indemnifying Party, without the consent of such indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewithwithheld.

Defense. If any claim such action is brought against an Indemnified Party shall arise by reason of any claim made by third parties against itindemnified Party, the Indemnifying indemnifying Party shall have the right will be entitled to participate in and to assume the defense thereof to the extent that it may wish, with counsel reasonably satisfactory to such indemnified Party, and after notice from the indemnifying Party to such indemnified Party of the matter giving rise indemnifying Party’s election to assume the claim for indemnification through counsel of its selection reasonably acceptable to defense thereof, the Indemnified Party at the Indemnifying Party's expense, and the Indemnified indemnifying Party shall have the right, at its own expense, not be liable to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified such indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial legal or appeal. If other expenses subsequently incurred by the Indemnifying Party fails or refuses to undertake latter in connection with the defense within 30 days after receiving thereof unless the indemnification notice, the Indemnified indemnifying Party shall have the right has failed to assume the defense of such matter on behalf of and for the account claim. Notwithstanding any of the Indemnifying Party; providedforegoing to the contrary, however, that unless the Indemnifying indemnified Party has refused will be entitled to undertake select its own counsel and assume the defense of any action brought against it if the indemnifying Party fails to assume such defense, the Indemnified reasonable expenses of such defense to be paid by the indemnifying Party. As a condition to the indemnifying Party’s obligations hereunder, the indemnified Party will in good faith cooperate with and assist the indemnifying Party in the prosecution or defense of such indemnified claim at no unreasonable expense to the indemnified Party. No indemnifying Party shall not settle consent to entry of any judgment or compromise enter into any settlement with respect to a claim either (a) without the prior written consent of the Indemnifying indemnified Party, which consent shall not be unreasonably withheld withheld, or delayed(b) unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Party of a release from all liability with respect to such claim. The Indemnifying No indemnified Party may settle shall consent to entry of any judgment or enter into any settlement of any such action, the defense of which has been assumed by an indemnifying Party, without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified such indemnifying Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewithwhich consent shall not be unreasonably withheld.

Defense. If any claim against an Indemnified Party shall arise by reason of any claim made by third parties against it, So long as the conditions set forth in Section 8.4(a)(i) for the Indemnifying Party shall have the right to assume the defense of a Third Party Claim are and remain satisfied and the matter giving rise Indemnifying Party is vigorously defending such Third Party Claim, the Indemnifying Party may conduct the defense of the Third Party Claim to the claim extent permitted by this Agreement. The Indemnified Party may retain separate co-counsel at its sole cost and expense to represent it in connection with the Third Party Claim, and the Indemnifying Party shall cooperate, and cause the counsel selected by the Indemnifying Party to cooperate, with such co-counsel in connection with the response, defense and settlement of the Third Party Claim and any related suit or proceeding. If there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate, as advised in writing by outside counsel to the Indemnified Party, for indemnification through the same counsel of its selection to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain one separate counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, which counsel shall be reasonably acceptable to the Indemnified Party Indemnifying Party, at the Indemnifying Party's expense, and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right to assume the defense of such matter on behalf of and for the account expense of the Indemnifying Party; provided, however, that unless the . The Indemnifying Party has refused to undertake the defenseshall not, the Indemnified Party shall not settle or compromise any claim without the prior written consent of the Indemnifying Party, Indemnified Party (which consent shall not be unreasonably withheld or delayed. The ), admit any Liability with respect to, settle, compromise or discharge the Third Party Claim if the admission, settlement, compromise or discharge (i) imposes anything, including the imposition of an injunction or other equitable relief upon the Indemnified Party, other than monetary damages fully indemnified and paid by the Indemnifying Party may settle without Party, (ii) does or would reasonably be expected to interfere with or adversely affect the consent business, operations or assets of the Indemnified Party or any claim for money at any timeof its Affiliates, if at its sole expense (iii) does not include an unconditional provision whereby the plaintiff or claimant in the matter completely and if there is no adverse impact on the Indemnified Party, no fault is assessed against unconditionally releases the Indemnified Party and its Affiliates from all Liability with respect to such matter, with prejudice, (iv) involves Taxes or (v) would result in the finding or admission of any violation of Law or Governmental Order by the Indemnified Party. With respect to the defense of any Third Party is unconditionally released from Claim, the party responsible for the defense of the Third Party Claim shall, to the extent reasonably requested by the other party, keep such other party informed as to the status of such claim, including all further potential liability settlement negotiations and offers and shall: (A) conduct the defense of the Third Party Claim actively and vigorously and keep the other Party fully informed of material developments in the Third Party Claim at all stages thereof, (B) promptly submit to the other Party copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith, (C) permit the other Party and its counsel to confer on the conduct of the defense thereof, and (D) permit the other Party and its counsel an opportunity to review and comment on, which comments the Indemnifying Party shall reasonably consider, all legal papers to be submitted prior to their submission.

Defense. If the facts relating to a Loss arise out a Third Party Claim, or if there is any claim against an Indemnified Party shall arise a third party available by reason virtue of any claim made by third parties against itthe circumstances of the Loss, the Indemnifying Party shall have the right to assume the defense of the matter Indemnity Obligor shall, by giving rise to the claim for indemnification through counsel of its selection reasonably acceptable written notice to the Indemnified Party within 15 days following its receipt of the 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 Indemnifying Party's expense, and interim the Indemnified Party shall have use its best efforts to take all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity onlyLoss. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, 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 at the 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 counsel to each of the Indemnified Party and the Indemnity Obligor shall have advised such parties that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (c) the Indemnity Obligor has failed to assume the defense of such matter on behalf action. Whether or not the Indemnity Obligor defends or prosecutes 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 trial as may be reasonably requested in connection therewith. The Indemnity Obligor shall not be liable for any settlement of and for any such claim effected without its prior written consent. In the account event of payment by the Indemnifying Party; provided, however, that unless the Indemnifying Party has refused Indemnity Obligor to undertake the defense, the Indemnified Party in connection with any Loss arising out of a Third Party Claim, the Indemnity Obligor shall not settle be subrogated to and shall stand in the place of the Indemnified Party as to any events or compromise 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 without that would adversely affect the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Indemnified Party may settle without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewith.

Defense. If any claim such action is brought against an Indemnified Party shall arise by reason of any claim made by third parties against itindemnified party, the Indemnifying indemnifying Party shall have the right will be entitled to participate in and to assume the defense thereof to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, by giving written notice to the indemnified party within thirty (30) days of its receipt of written notice of such action from the indemnified party, and after such notice from the indemnifying Party to such indemnified party of the matter giving rise indemnifying Party’s election to assume the claim for indemnification through counsel of its selection reasonably acceptable to defense thereof, the Indemnified Party at the Indemnifying Party's expense, and the Indemnified indemnifying Party shall have the right, at its own expense, not be liable to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available such indemnified party for any discovery, trial legal or appeal. If other expenses subsequently incurred by the Indemnifying Party fails or refuses to undertake latter in connection with the defense within 30 days after receiving thereof unless the indemnification notice, the Indemnified indemnifying Party shall have the right has failed to assume the defense of such matter on behalf of claim and for the account to employ counsel reasonably satisfactory to such indemnified party. Notwithstanding any of the Indemnifying Party; provided, however, that unless foregoing to the Indemnifying Party has refused to undertake the defensecontrary, the Indemnified indemnified party will be entitled to select its own counsel and assume the defense of any action brought against it if (i) the indemnified party has been advised by counsel that an actual conflict of interest exists between the indemnifying Party and the indemnified party in connection with the defense of such action or proceeding, (ii) such action or proceeding seeks injunctive relief with respect to the indemnified claim or is part of a criminal proceeding or (iii) the indemnifying Party fails to select counsel reasonably satisfactory to the indemnified party, in each case, with the expenses of such defense to be paid by the indemnifying Party. As a condition to the indemnifying Party’s obligations hereunder, the indemnified party will in good faith cooperate with and assist the indemnifying Party in the prosecution or defense of such indemnified claim at no unreasonable out of pocket expense to the indemnified party. No indemnifying Party shall not settle consent to entry of any judgment or compromise enter into any settlement with respect to a claim either (a) without the prior written consent of the Indemnifying indemnified party, which consent shall not be unreasonably withheld, or (b) unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action, the defense of which has been assumed by an indemnifying Party, without the consent of such indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewithwithheld.

Defense. If any claim action, litigation, suit, investigation, arbitration or other proceeding ("Proceeding") is brought against an Indemnified Party shall arise by reason of any claim made by third parties against itIndemnitee for which such Indemnitee is or may be entitled to indemnification pursuant to subparagraph 13(a) or 13(b) from an Indemnitor, the Indemnifying Party Indemnitee shall have the right to assume the defense of the matter giving rise promptly give a Notice to the claim for indemnification through counsel Indemnitor of its selection reasonably acceptable to the Indemnified Party at the Indemnifying Party's expense, and the Indemnified Party shall have the rightsuch Proceeding. The Indemnitor shall, at its own expense, have the opportunity to employ be represented by counsel of its choosing and to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully assume and conduct the defense of any such Proceeding upon providing a written undertaking to make available that effect to the Indemnifying Party all pertinent information under Indemnitee. If, after such opportunity, the Indemnified Party's control as Indemnitor or its counsel does not assume the defense of any such Proceeding, it shall be bound by the results obtained by the Indemnitee. In the event that the Indemnitee does not receive written notice from the Indemnitor within ten (10) days of having given Notice to the claim and shall make its appropriate personnel, if any, available for Indemnitor of any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification noticesuch Proceeding, the Indemnified Party Indemnitor shall be deemed to have the right elected not to assume the defense of such matter on behalf Proceeding, and in such event the Indemnitee will have the right to conduct such defense. In the event that the Indemnitor does elect to assume the defense of such Proceeding, the Indemnitee will cooperate with and for make available to the account of Indemnitor such assistance and materials as may be reasonably requested by it at no cost to the Indemnifying PartyIndemnitor, and the Indemnitee will have the right at its expense to participate in the defense; provided, however, that unless the Indemnifying Party has refused Indemnitee will have the right to undertake the defense, the Indemnified Party shall not compromise or settle or compromise any claim without such Proceeding only with the prior written consent of the Indemnifying Party, Indemnitor which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewithwithheld.

Defense. If any claim against of the indemnified parties is made or threatened to be ------- made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party for the liability under which or the costs or expenses of which any of the indemnified parties is entitled to be indemnified pursuant to this Paragraph I (any such third party action or proceeding being referred to as an Indemnified Party shall arise by reason of any claim made by third parties against it"Indemnification Claim"), the Indemnifying Party indemnified party or parties shall have the right to assume the defense of the matter giving rise give prompt notice thereof to the claim for indemnifying party; provided that the failure to give such notice shall not affect the indemnified -------- party or parties' ability to seek indemnification through counsel of its selection reasonably acceptable hereunder unless such failure has materially and adversely affected the indemnifying party or parties' ability to prosecute successfully an Indemnification Claim. Each indemnified party shall permit the Indemnified Party at the Indemnifying Party's expense, and the Indemnified Party shall have the rightindemnifying party, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right to assume the defense of any such matter on behalf of and for claim or any litigation to which this Paragraph 1 may be applicable, by counsel reasonably satisfactory to the account of the Indemnifying Partyindemnified party or parties; provided, howeverthat the indemnified party or parties shall be entitled at any time, that -------- at its or their own cost and expense (which expense shall not be recoverable from the indemnifying party unless the Indemnifying Party has refused indemnifying party is not adequately representing or, because of a conflict of interest, may not adequately represent, the indemnified party or parties' interests), to undertake participate in such claim, action or proceeding and to be represented by attorneys of its or their own choosing. If the indemnified party or parties elects to participate in such defense, such party or parties will cooperate with the Indemnified Party shall indemnifying party in the conduct of such defense. The indemnified party or parties may not concede, settle or compromise any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle Indemnification Claim without the consent of the Indemnified Party indemnifying party. The indemnifying party, in the defense of any such claim for money at or litigation, shall not, except with the approval of each indemnified party, consent to entry of any time, if at its sole expense judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party or parties of a full and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released complete release from all further potential liability in connection therewithrespect to such claim or litigation.

Defense. If any claim against Promptly after receipt by an Indemnified Party shall arise by reason Person of notice of the commencement of any claim made action or proceeding with respect to which indemnification may be sought hereunder, such person shall notify the Indemnitor of the commencement of such 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 materially prejudiced by third parties against itsuch failure. If the Indemnitor shall so elect, the Indemnifying Party Indemnitor shall have assume the right defense of such action 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 reasonably shall determine in its judgment that having com- mon counsel would present such counsel with a conflict of interest or alternative defenses shall be available to an Indemnified Person or if the Indemnitor shall fail to assume the defense of the matter giving rise action or proceeding in a timely manner, then such Indemnified Person may employ separate counsel to the claim for indemnification through counsel of its selection reasonably acceptable to the Indemnified Party at the Indemnifying Party's expenserepresent or defend it in any such action or proceeding, and the Indemnified Party Indemnitor shall have pay the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim reasonable fees and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right to assume the defense dis- bursements of such matter on behalf of and for the account of the Indemnifying Partycounsel; provided, however, that unless the Indemnifying Party has refused Indemnitor shall not be required to undertake pay the defensefees and disbursements of more than one separate counsel for all Indemnified Persons in any jurisdiction in any single action or proceeding. In any action or proceeding the defense of which the Indemnitor shall assume, the Indemnified Party Person shall have the right to participate in such litigation and to retain its own counsel at such Indemnified Person's own expense, so long as such participation shall not settle or compromise any claim without interfere with the prior written consent Indemnitor's control of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewithsuch litigation.

Defense. If With respect to any claim against an Indemnified Party shall arise by reason Proceeding as to which Indemnitee notifies Tyco International plc and Tyco Management of the commencement thereof, Tyco International plc will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent Tyco International plc so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from Tyco International plc to Indemnitee of its election to assume the defense of any claim made Proceeding, Tyco International plc shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by third parties against it, Indemnitee in connection with the Indemnifying Party defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to assume employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from Tyco International plc of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by Tyco International plc, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and Tyco International plc in the defense of the matter giving rise to the claim for indemnification through counsel of its selection reasonably acceptable to the Indemnified Party at the Indemnifying Party's expenseProceeding, and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act (iii) after a Change in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification noticeControl, the Indemnified Party employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) Tyco International plc shall not in fact have the right employed counsel to assume the defense of such matter Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by Tyco International plc to the fullest extent permitted by law. Tyco International plc shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of and Tyco Management or Tyco International plc, (y) as to which Indemnitee shall have made the determination provided for in (ii) above or (z) after a Change in Control (it being specified, for the account avoidance of the Indemnifying Party; provided, howeverdoubt, that unless the Indemnifying Party has refused to undertake the defenseTyco International plc may assume defense of any such proceeding described in this sentence with Indemnitee’s consent, the Indemnified Party shall not settle or compromise provided that any claim without the prior written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle without affect the consent rights of Indemnitee under the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewithforegoing provisions of this Section 6(b)).

Defense. If With respect to any claim against an Indemnified Party shall arise by reason Proceeding as to which Indemnitee notifies Xxxxxxx Controls and Tyco Management of the commencement thereof, Xxxxxxx Controls will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent Xxxxxxx Controls so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from Xxxxxxx Controls to Indemnitee of its election to assume the defense of any claim made Proceeding, Xxxxxxx Controls shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by third parties against it, Indemnitee in connection with the Indemnifying Party defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to assume employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from Xxxxxxx Controls of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by Xxxxxxx Controls, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and Xxxxxxx Controls in the defense of the matter giving rise to the claim for indemnification through counsel of its selection reasonably acceptable to the Indemnified Party at the Indemnifying Party's expenseProceeding, and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act (iii) after a Change in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification noticeControl, the Indemnified Party employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) Xxxxxxx Controls shall not in fact have the right employed counsel to assume the defense of such matter Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by Xxxxxxx Controls to the fullest extent permitted by law. Xxxxxxx Controls shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of and Tyco Management or Xxxxxxx Controls, (y) as to which Indemnitee shall have made the determination provided for in (ii) above or (z) after a Change in Control (it being specified, for the account avoidance of the Indemnifying Party; provided, howeverdoubt, that unless the Indemnifying Party has refused to undertake the defenseXxxxxxx Controls may assume defense of any such proceeding described in this sentence with Indemnitee’s consent, the Indemnified Party shall not settle or compromise provided that any claim without the prior written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle without affect the consent rights of Indemnitee under the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewithforegoing provisions of this Section 6(b)).

Defense. If any Indemnified Party learns of any matter which may give rise to a claim for indemnification against an Indemnifying Party under this Article XI, then the Indemnified Party shall arise by reason notify the Indemnifying Party thereof promptly and in any event within five (5) Business Days after receiving any written notice from a third party; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any claim made by third parties obligation hereunder unless, and then solely to the extent that, the Indemnifying Party is materially prejudiced thereby. Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party's rights to assume the defense thereof, defend against itthe matter in any manner it reasonably may deem appropriate. In the event the Indemnifying Party notifies the Indemnified Party (after the date the Indemnified Party has given notice of the matter) that the Indemnifying Party is assuming the defense of such matter, the Indemnifying Party shall have defend the right to assume the defense of Indemnified Party against the matter giving rise to the claim for indemnification through with counsel of its selection choice reasonably acceptable satisfactory to the Indemnified Party at Party. Notwithstanding the Indemnifying Party's expense, and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification noticeforegoing, the Indemnified Party shall have the right to assume employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party shall not have employed counsel to fully and properly take charge of the defense of such matter on behalf action within a reasonable time after notice of and for the account commencement of the Indemnifying Party; provided, however, that unless the Indemnifying Party has refused to undertake the defense, action or (iii) the Indemnified Party shall have reasonably concluded that there are defenses available to it that are different from or additional to those available to one or more of the Indemnifying Parties (in which case the Indemnifying Parties shall not settle have the right to direct the defense of such action on behalf of the Indemnified Party with respect to such different defenses), in any of which events such fees and expenses shall be borne by the Indemnifying Party. Assumption of the defense of any matter by the Indemnifying Party shall not prejudice the right of the Indemnifying Party to claim at a later date that such third party action is not a proper matter for indemnification pursuant to this Article XI. The Indemnified Party shall not consent to the entry of a judgment or compromise enter into any settlement with respect to any matter which may give rise to a claim for indemnification without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not consent to the entry of a judgment with respect to any matter which may settle give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Damages with respect thereto, without the written consent of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewith(not to be unreasonably withheld or delayed).

Defense. If the facts relating to a Loss arise out a Third Party Claim, or if there is any claim against an a third party available by virtue of the circumstances of the Loss, the Indemnity Obligor may, by giving written notice to the Indemnified Party shall arise by reason within 15 days following its receipt of any claim made by third parties against itthe notice of such claim, the Indemnifying Party shall have the right elect to assume the defense or the prosecution thereof, including the employment of the matter giving rise to the claim for indemnification through counsel of its selection or accountants, reasonably acceptable satisfactory to the Indemnified Party Party, at its cost and expense; provided, however, that during the Indemnifying Party's expense, and interim the Indemnified Party shall have use its best efforts to take all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity onlyLoss. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, 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 at the 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 in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel, or (c) the Indemnity Obligor has failed to assume the defense of such matter on behalf action and employ counsel reasonably satisfactory to the Indemnified Party. Whether or not the Indemnity Obligor chooses 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 trial as may be reasonably requested in connection therewith. The Indemnity Obligor shall not be liable for any settlement of and for any such claim effected without its prior written consent. In the account event of payment by the Indemnifying Party; provided, however, that unless the Indemnifying Party has refused Indemnity Obligor to undertake the defense, the Indemnified Party in connection with any Loss arising out of a Third Party Claim, the Indemnity Obligor shall not settle be subrogated to and shall stand in the place of the Indemnified Party as to any events or compromise 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 without that would adversely affect the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Indemnified Party may settle without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewith.

Defense. If With respect to any claim against an Indemnified Party shall arise Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company or any Subsidiary designated by reason the Company and that has legal standing to participate in such Proceeding will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company or such Subsidiary so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company or such Subsidiary to Indemnitee of its election to assume the defense of any claim made by third parties against itProceeding, the Indemnifying Party Company will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to assume employ Indemnitee’s own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company or such Subsidiary of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of counsel by Indemnitee has been authorized by the Company or such Subsidiary, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company or such Subsidiary in the defense of the matter giving rise Proceeding, (iii) after a Change in Control of the Company, or (iv) neither the Company nor such Subsidiary shall within sixty (60) calendar days (or such shorter period of time as may be necessary to the claim for indemnification through preserve any rights or defenses) in fact have employed counsel of its selection reasonably acceptable to the Indemnified Party at the Indemnifying Party's expense, and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right to assume the defense of such matter on behalf Proceeding, in each of and for the account which cases in clauses (i) through (iv) all Expenses of the Indemnifying PartyProceeding shall be borne by the Company; and (v) if the Company or such Subsidiary has employed counsel to represent Indemnitee and other current and former directors, officers and employees of the Company or such Subsidiary in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company or such Subsidiary pursuant to this Section 6(a), then such persons, including Indemnitee, shall be permitted to employ one (1) additional counsel of their choice and the reasonable fees and expenses of such counsel shall be at the expense of the Company; provided, however, that unless such counsel shall be chosen from amongst the Indemnifying Party has refused list of counsel, if applicable, approved by any company with which the Company or such Subsidiary obtains or maintains directors’ and officers’ liability insurance, if required by the terms of such insurance. In the event separate counsel is retained by an Indemnitee pursuant to undertake the defensethis Section 6(a), the Indemnified Party Company shall not settle or compromise any claim without and shall cause such Subsidiary, if applicable, to cooperate fully with Indemnitee with respect to the prior written consent defense of the Indemnifying PartyProceeding, which consent including making documents, witnesses and other reasonable information related to the defense available to Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. Neither the Company nor such Subsidiary shall not be unreasonably withheld entitled to assume the defense of any Proceeding brought by or delayed. The Indemnifying Party may settle without the consent on behalf of the Indemnified Party any claim Company or such Subsidiary, as to which Indemnitee shall have made the determination provided for money at any time, if at its sole expense and if there is no adverse impact on in clause (ii) above or as to which the Indemnified Party, no fault is assessed against Indemnitee elects to assume the Indemnified Party and defense after the Indemnified Party is unconditionally released from all further potential liability occurrence of either of the events described in connection therewithclause (iii) above.

Defense. If the facts relating to a Loss arise out a Third Party Claim, or if there is any claim against an a third party available by virtue of the circumstances of the Loss, the Indemnity Obligor may, by giving written notice to the Indemnified Party shall arise by reason within 15 days following its receipt of any claim made by third parties against itthe notice of such claim, the Indemnifying Party shall have the right elect to assume the defense or the prosecution thereof, including the employment of the matter giving rise to the claim for indemnification through counsel of its selection or accountants, reasonably acceptable satisfactory to the Indemnified Party Party, at its cost and expense; provided, however, that during the Indemnifying Party's expense, and interim the Indemnified Party shall have use its best efforts to take all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity onlyLoss. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, 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 at the 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 in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel, or (c) the Indemnity Obligor has failed to assume the defense of such matter on behalf of action and for the account of the Indemnifying Party; provided, however, that unless the Indemnifying Party has refused employ counsel reasonably satisfactory to undertake the defense, the Indemnified Party shall not settle or compromise any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against . Whether or not the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewith.Indemnity Obligor

Defense. If any claim against an Indemnified Party shall arise by reason of any claim made by third parties against it, the Indemnifying Party shall have the right to assume the defense of the matter giving rise to the claim for indemnification through counsel of its selection reasonably acceptable to the Indemnified Party at the Indemnifying Party's expense, and the Indemnified Party The Representative shall have the right, at its option (subject to the limitations set forth in Section 9.2(c) below) and at its own expense, by written notice to employ counsel to represent it, Parent (which counsel notice shall act in not constitute an advisory capacity only. The Indemnified Party shall cooperate fully to make available admission or agreement that indemnification is owed to the Indemnifying Parent Indemnitees hereunder), to assume the entire control of, subject to the right of Parent to participate (at its expense and with counsel of its choice) in, the defense, compromise or settlement of the Third Party all pertinent information under the Indemnified Party's control Claim as to the claim which such Notice of Claim has been given, and shall make its appropriate personnel, if any, available for any discovery, trial or appealbe entitled to appoint a recognized and reputable counsel reasonably acceptable to Parent to be the lead counsel in connection with such defense. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right Representative is permitted and elects to assume the defense of a Third Party Claim: (i) the Representative shall diligently and in good faith defend such matter on behalf of Third Party Claim and for the account shall keep Parent reasonably informed of the Indemnifying Partystatus of such defense; provided, however, that unless Parent shall have the Indemnifying Party has refused right to undertake the defense, the Indemnified Party shall not settle or compromise approve any claim without the prior written consent of the Indemnifying Partysettlement, which consent shall approval will not be unreasonably withheld withheld, delayed or delayedconditioned; and (ii) Parent and Merger Sub shall cooperate fully in all respects with the Representative in any such defense, compromise or settlement thereof, including, without limitation, the selection of counsel, and Parent and Merger Sub shall as promptly as practicable make available to the Representative all pertinent information and documents under its control. The Indemnifying Party may Notwithstanding the foregoing and anything to the contrary herein, in the event that the Representative provides prior written notice to Parent of any settlement or compromise of, or offer to settle without or compromise, any third-party claim and Parent or Merger Sub withholds its consent to such settlement or compromise then, in the consent event indemnification is ultimately determined to be owing to a Parent Indemnitee hereunder, in no event shall indemnification be provided to the Parent Indemnitees in respect of such matter in an amount greater than the Indemnified Party monetary amount contained in such settlement or compromise of, or offer to settle or compromise, any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewiththird-party claim.

Defense. If any claim against Promptly after receipt by an Indemnified Party shall arise by reason Person of notice of any claim made or demand or the commencement of any suit, action or proceeding by any third parties against itparty with respect to which indemnification may be sought hereunder, such Indemnified Person shall notify in 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 Indemnifying Party Indemnitor shall have assume the right 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 conflict of interest or alternative defenses shall be available to an Indemnified Person or if the Indemnitor shall fail to assume the defense of the matter giving rise to the claim for indemnification through counsel of its selection reasonably acceptable to the claim, demand, action, suit or proceeding in a timely manner, then such Indemnified Party at the Indemnifying Party's expense, and the Indemnified Party shall have the right, at its own expense, to Person may employ separate counsel to represent itor defend such Person against any such claim, which counsel demand, action, suit or proceeding and the Indemnitor shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to pay the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim reasonable fees and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right to assume the defense disbursements of such matter on behalf of and for the account of the Indemnifying Partycounsel; provided, however, that unless the Indemnifying Party has refused Indemnitor shall not be required to undertake pay the defensefees 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 which the Indemnitor shall assume, the Indemnified Party Person shall have the right to participate therein and to retain its own counsel at such Indemnified Person's own expense (except as otherwise specifically provided in this Section 12.4), so long as such participation does not settle interfere with the Indemnitor's control of such claim, demand, action, suit or compromise any claim proceeding. The Indemnitor shall not, without the prior written consent of the Indemnifying PartyIndemnified Person, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which 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 be unreasonably withheld prohibit, restrict or delayed. The Indemnifying Party may settle without the consent of impair the Indemnified Party Person from engaging in any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewithbusiness.

Defense. If any claim against an Indemnified Party shall arise by reason Subject to the terms of any claim made by third parties against itthis Agreement, at its option, the Indemnifying Party 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 within ten (10) days after the Indemnitor’s receipt of a Claim notice under Section 10.3(a). The assumption of the defense of a Claim by the matter giving rise Indemnitor shall be construed as an acknowledgment that the Indemnitor is liable to indemnify the Indemnitee in respect of the Claim. Regardless of whether the Indemnitor chooses to defend or prosecute any Claim, the Indemnitee shall, and shall 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 action with respect to a Claim covered by this indemnification, including by (a) delivering to the claim for indemnification through counsel of its selection reasonably acceptable to Indemnitor all original notices and documents (including court papers) received by the Indemnified Party at Indemnitee in connection with the Indemnifying Party's expenseClaim, 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 Indemnified Party shall have case where the rightIndemnitor has assumed the defense of any Claim pursuant to this Section 10.3, the Indemnitee may participate in, but not control, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available sole cost and expense (subject to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification noticefollowing sentence), the Indemnified Party shall have Indemnitor’s defense of any Claim with counsel of the right to Indemnitee’s own selection. Should the Indemnitor assume the defense of such matter on behalf of and for the account of the Indemnifying Party; provided, however, that unless the Indemnifying Party has refused to undertake the defensea Claim, the Indemnified Party shall not settle or compromise any claim without the prior written consent of the Indemnifying Party, which consent Indemnitor shall not be unreasonably withheld liable to the Indemnitee for any legal expenses subsequently incurred by such Indemnitee in connection with the analysis, defense or delayed. The Indemnifying Party may settle without the consent settlement of the Indemnified Party any claim for money at any timeClaim unless (i) specifically approved in writing by the Indemnitor or (ii) the interests of the Indemnitor and Indemnitee with respect to 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 at its sole expense and if there is no adverse impact on the Indemnified PartyIndemnitee has the right to control the defense of a Claim pursuant to this Section 10.3, no fault is assessed against the Indemnified Party and Indemnitee shall be entitled to control such Claim, without limiting the Indemnified Party is unconditionally released from all further potential liability in connection therewithIndemnitor’s responsibility for Losses under Section 10.1 or Section 10.2, as applicable. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Defense. If any claim against an Indemnified Party OF CLAIMS -- The Company shall arise by reason be entitled to participate in the defense of any claim made by third parties against it, the Indemnifying Party shall have the right Indemnifiable Claim or to assume the defense of the matter giving rise thereof, with counsel reasonably satisfactory to the claim for indemnification through counsel of its selection reasonably acceptable to the Indemnified Party at the Indemnifying Party's expense, and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right to assume the defense of such matter on behalf of and for the account of the Indemnifying PartyIndemnitee; provided, however, that unless if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the Indemnifying Party has refused use of counsel chosen by the Company to undertake represent Indemnitee would present such counsel with an actual or potential conflict, (b) the defensenamed parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel with respect to any particular Indemnifiable Claim) at the Indemnified Party Company's expense. The Company shall not settle be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or compromise any claim pending Indemnifiable Claim effected without the Company's prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim that Indemnitee is or could have been a party unless such settlement solely involves the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle without the consent payment of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party includes a complete and the Indemnified Party is unconditionally released unconditional release of Indemnitee from all further potential liability in connection therewithon any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided, however, that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense. If any such claim is brought against an Indemnified Party shall arise by reason of any claim made by third parties against itindemnified party, the Indemnifying Party shall have the right indemnifying party will be entitled to participate in and to assume the defense thereof to the extent that it may wish, and after notice from the indemnifying party to such indemnified party of the matter giving rise to the claim for indemnification through counsel of its selection reasonably acceptable to the Indemnified Party at the Indemnifying Party's expense, and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right indemnifying party’s election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless the indemnifying party has failed to assume and diligently prosecute the defense of such matter on behalf of and for the account claim. Notwithstanding any of the Indemnifying Party; provided, however, that unless foregoing to the Indemnifying Party has refused to undertake the defensecontrary, the Indemnified Party indemnified party will be entitled to select its own counsel and assume the defense of any action brought against it if the indemnifying party fails to select counsel, the expenses of such defense to be paid by the indemnifying party. As a condition to the indemnifying party’s obligations hereunder, the indemnified party will in good faith cooperate with and assist the indemnifying party in the prosecution or defense of such indemnified claim at no unreasonable expense to the indemnified party. No indemnifying party shall not settle consent to entry of any judgment or compromise enter into any settlement with respect to a claim either (a) without the prior written consent of the Indemnifying Partyindemnified party, which consent shall not be unreasonably withheld withheld, or delayed(b) unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. The Indemnifying Party may settle No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action, the defense of which has been assumed by an indemnifying party, without the consent of the Indemnified Party any claim for money at any timesuch indemnifying party, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewithwhich consent shall not be unreasonably withheld.

Defense. If In the event any claim action, suit or proceeding (a "LEGAL ACTION") is brought against an Indemnified Party shall arise by reason of any claim made by third parties against itindemnified party, with respect to which the indemnifying party may have liability under an indemnity agreement contained herein, the Indemnifying Party Legal Action shall, upon the written agreement of the indemnifying party that it is obligated to indemnify under such indemnity agreement, be defended by the indemnifying party and such defense shall include all proceedings on appeal or for review which counsel for the defendant shall deem appropriate. The indemnified party shall have the right to assume the defense of the matter giving rise to the claim for indemnification through be represented by counsel of its selection reasonably acceptable to the Indemnified Party at the Indemnifying Party's expense, and the Indemnified Party shall have the rightaccountants, at its own expense, and shall be kept fully informed as to employ counsel such Legal Action at all stages thereof whether or not it is represented by its own counsel. Until the indemnifying party shall have so assumed the defense of any Legal Action, or if the indemnified party shall have reasonably concluded that there are likely to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make be defenses available to the Indemnifying Party all pertinent information under the Indemnified Party's control as indemnified party that are different from or in addition to those available to the claim and indemnifying party (in which case the indemnifying party shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right not be entitled to assume the defense of such matter on behalf of Legal Action but shall have the right to be represented by counsel and for accountants, at its own expense, and shall be kept fully informed as to such Legal Action at all stages thereof whether or not represented by its own counsel), all legal or other expenses reasonably incurred by the account indemnified party shall be borne by the indemnifying party. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the Indemnifying Party; provided, however, that unless the Indemnifying Party has refused indemnifying party relating to undertake the defense, the Indemnified Party shall not settle or compromise any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party such Legal Action and the Indemnified Party is unconditionally released from all further potential liability parties hereto agree to render to each other such assistance as they may reasonably require of each other in connection therewithorder to facilitate the proper and adequate defense of any such Legal Action.

Defense. If any claim claim, demand or liability is asserted by any third party against an any Indemnified Party shall arise by reason of any claim made by third parties against itParty, the Indemnifying Party shall have the right to assume and shall upon the defense written request of the matter giving rise to Indemnified Party, defend any Actions brought against the claim for indemnification through Indemnified Party in respect of any Indemnifiable Claims with counsel of its selection choice reasonably acceptable to the Indemnified Party at and, in the Indemnifying Party's expensecase of a Tax-related Action, and the Indemnified Party shall have the right, at tax advisors of its own expense, choice reasonably acceptable to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for . In any discovery, trial such action or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification noticeproceeding, the Indemnified Party shall have the right to assume retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless (a) the Indemnifying Party and the Indemnified Party mutually agree in writing to the retention of such counsel, or (b) the named parties to any such suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and in the reasonable judgment of the Indemnified Party, representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inadvisable due to potential conflicts of interests between them. The Parties shall cooperate and may participate in the defense of such matter on behalf of and for the account of the Indemnifying Party; provided, however, that unless all third-party claims which may give rise to Indemnifiable Claims hereunder. If the Indemnifying Party has refused to undertake assumes the defense, (i) it shall be conclusively established for purposes of this Agreement that the claims made in the Action are within the scope of and subject to indemnification, but only if the Indemnifying Party assumed the defense pursuant to clause (a) above and not clause (b), and (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party shall not settle or compromise any claim without the prior Party's written consent of the Indemnifying Party, (which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if withheld) unless there is no adverse impact finding or admission of any violation of legal requirement or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, no fault or the exclusive relief provided is assessed against monetary damages that are paid in full by the Indemnifying Party. If written notice is given to an Indemnifying Party of the commencement of any Action and the Indemnifying Party does not, within twenty (20) days after the Indemnified Party's written notice is given, give written notice to the Indemnified Party and of its election to assume the defense of such Action, the Indemnifying Party shall be bound by any determination made in such Action or any compromise or settlement effected by the Indemnified Party. In connection with the defense of any claim, each Party is unconditionally released from all further potential liability shall make available to the Party controlling such defense, any books, records or other documents within its control that are reasonably requested in connection therewiththe course of or necessary or appropriate for such defense. 8.3.3.

Defense. If any claim such action is brought against an Indemnified Party shall arise by reason of any claim made by third parties against itindemnified party, the Indemnifying indemnifying Party shall have the right will be entitled to participate in and to assume the defense thereof to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying Party to such indemnified party of the matter giving rise indemnifying Party’s election to assume the claim for indemnification through counsel of its selection reasonably acceptable to defense thereof, the Indemnified Party at the Indemnifying Party's expense, and the Indemnified indemnifying Party shall have the right, at its own expense, not be liable to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available such indemnified party for any discovery, trial legal or appeal. If other expenses subsequently incurred by the Indemnifying Party fails or refuses to undertake latter in connection with the defense within 30 days after receiving thereof unless the indemnification notice, the Indemnified indemnifying Party shall have the right has failed to assume the defense of such matter on behalf of claim and for the account to employ counsel reasonably satisfactory to such indemnified party. Notwithstanding any of the Indemnifying Party; providedforegoing to the contrary, however, that unless the Indemnifying indemnified party will be entitled to select its own counsel and assume the defense of any action brought against it if the indemnifying Party has refused fails to undertake the assume or diligently prosecute such defense, the Indemnified expenses of such defense to be paid by the indemnifying Party. As a condition to the indemnifying Party’s obligations hereunder, the indemnified party will in good faith cooperate with and assist the indemnifying Party in the prosecution or defense of such indemnified claim at no unreasonable expense to the indemnified party. No indemnifying Party shall not settle consent to entry of any judgment or compromise enter into any settlement with respect to a claim either (a) without the prior written consent of the Indemnifying indemnified party, which consent shall not be unreasonably withheld, or (b) unless such judgment or settlement involves only the payment of money damages by the indemnifying Party, does not impose an injunction or other equitable relief or any other obligations upon the indemnified party and includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action, the defense of which has been assumed and is being diligently prosecuted by an indemnifying Party, without the consent of such indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewithwithheld.

Defense. If the facts pertaining to a Loss arise out of the claim of ------- any third party, or if there is any claim against an a third party available by virtue of the circumstances of the Loss, the Indemnity Obligor may, by giving written notice to the Indemnified Party shall arise by reason within 30 days following its receipt of any claim made by third parties against itthe notice of such claim, the Indemnifying Party shall have the right elect to assume the defense or the prosecution of such claim, including the matter giving rise to employment of counsel or accountants at its cost and expense; provided, however, that during the claim for indemnification through counsel of its selection reasonably acceptable to the Indemnified Party at the Indemnifying Party's expense, and interim the Indemnified Party shall have the right, at use its own expense, best efforts to employ counsel take all action (not including settlement) reasonably necessary to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available protect against further damage or loss with respect to the Indemnifying Party all pertinent information under Loss; provided that such counsel or accountants shall be reasonably satisfactory to the Indemnified Party's control ; 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 claim reasonable satisfaction of the Indemnified Party that such Indemnity Obligor has the financial ability to satisfy such indemnity obligation; and shall make its appropriate personnelprovided that any compromise or settlement must be reasonably approved by the Indemnified Party. Notwithstanding the foregoing, if any, available 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 any discovery, trial or appeal. If the Indemnifying Party fails or refuses which it would be entitled to undertake the defense within 30 days after receiving the indemnification noticeunder 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 assume 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 matter on behalf 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. No Indemnity Obligor shall be liable for any settlement of and for the account of the Indemnifying Party; provided, however, that unless the Indemnifying Party has refused to undertake the defense, the Indemnified Party shall not settle or compromise any such claim effected without the its prior written consent of the Indemnifying Partyconsent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewithwithheld.

Defense. If a claim by a third party is made against any claim against an party entitled to indemnification under this Agreement, such Indemnified Party shall arise by reason promptly (i.e., within five (5) business days of any claim made by third parties against it, the Indemnifying Indemnified Party having actual knowledge of such claim) notify the indemnifying party of such claim. The indemnifying party shall have the right to assume the defense ten (10) business days after receipt of the matter giving rise above-referenced notice to the claim for indemnification undertake, through counsel of its selection reasonably acceptable choosing (subject to the reasonable consent of the Indemnified Party 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 consent shall not be unreasonably withheld, conditioned or delayed. If approval of the monetary terms of any such proposed settlement is not given, then the Indemnifying Party's expense, and maximum monetary obligation for any future settlement or judgment shall be the amount of the settlement that was not so approved. If the indemnifying party does not notify the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under within ten (10) business days after receipt of the Indemnified Party's control as to notice of a claim of indemnity hereunder that the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses indemnifying party elects to undertake the defense within 30 days after receiving thereof, or the indemnification noticeindemnifying party ceases to reasonably contest such claim in good faith, the Indemnified Party shall have the right to assume the defense of such matter on behalf of and for the account of the Indemnifying Party; providedcontest, however, that unless the Indemnifying Party has refused to undertake the defense, the Indemnified Party shall not settle or compromise any the claim without at the prior expense of the indemnifying party and subject to the written consent of the Indemnifying Partyindemnifying party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The Indemnifying Party may settle without In connection with the consent defense of any claim, each party will make available to the Indemnified Party party controlling such defense, any claim for money at any timebooks, if at records or other documents within its sole expense and if there is no adverse impact control that are reasonably requested in the course of such defense. Nothing contained in this Section 9.3.2 shall be construed as a limitation on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewithright of any party to indemnification under this Agreement.

Defense. If any claim against an Indemnified Party shall arise by reason (i) In the case of any claim made by a third parties against itparty claim, the Indemnifying Party shall have may participate in the right defense thereof and, if it so chooses and irrevocably acknowledges its obligation to assume indemnify the Indemnified Party therefor, control the defense of the matter giving rise to the claim for indemnification through an Indemnifiable Claim with counsel of its selection reasonably acceptable satisfactory to the Indemnified Party at the Indemnifying Party's expense, and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right to assume the defense of such matter on behalf of and for the account of the Indemnifying Party; provided, however, that unless if the Indemnified Party reasonably believes that (x) a material conflict of interest between the Indemnified Party and the Indemnifying Party with respect to the claim or its defense exists or is likely to develop during the pendency of the litigation, and as a result of such conflict, the Indemnifying Party's incentive to defend such claim could reasonably be expected to be materially compromised, or (y) the claim raises serious issues regarding the integrity or moral character of the Indemnified Party or any of its Affiliates, or of its of their senior management, in its or their capacity as such (which issues are a fundamental element of the claim) then the In- demnified Party shall be entitled to control the defense of the claim in accordance with paragraph (b)(ii) of this Section 9.3, it being understood that the mere allegation of fraud, willful misconduct, bad faith, malfeasance or any similar such claim as part of multiple claims constituting an Indemnifiable Claim, shall not be deemed, in and of itself, to provide the basis for the Indemnified Party's rights as set forth in this clause (y). In all cases, the party without the right to control the defense of the Indemnifiable Claim may participate in the defense at its own expense. In the case of a third party claim, the Indemnifying Party shall inform the Indemnified Party within 20 days of receiving the written notice seeking indemnification whether the party elects to control the defense and irrevocably acknowledges its obligation to indemnify the Indemnified Party therefor. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has refused not assumed the defense thereof, provided that it either irrevocably acknowledges in writing its indemnity obligations with respect to undertake the defenseIndemnity Claim or it is determined by a court of competent jurisdiction that it is obligated hereunder to provide such indemnification. If the Indemnifying Party disputes its liability with respect to a potential Indemnifiable Claim or the amount thereof (whether or not it desires to defend the Indemnified Party against a third party claim), the parties shall endeavor in good faith to settle such dispute. The Indemnifying Party shall not settle or compromise a third party claim or legal proceeding without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided that such prior written consent shall not be required with respect to any Indemnifiable Claim that relates to any item referred to in Sections 9.1(c), (d), (e), (f), (g), (h), or (i), except with respect to any Indemnifiable Claim relating to Remediation of Hazardous Substances that is covered by Section 5.18 shall remain subject in all respects to the terms of Section 5.18. The Indemnified Party shall not settle or compromise any a third party claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The If the Indemnifying Party may settle without does not assume the consent defense of any third party claim or litigation resulting therefrom within 20 days after the Indemnified Party any date it receives notice of such claim for money at any time, if at its sole expense and if there is no adverse impact on from the Indemnified Party, no fault is assessed against the Indemnified Party and may defend against such claim or litigation in such manner as it may deem appropriate, including settling such claim or litigation, after giving notice to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate. Notwithstanding anything in this Section 9.3 to the contrary, if for any reason (for example the effect of the limitations set forth in Sections 9.4 or 9.5 or evidence that an Indemnifiable Loss may be attributable to events before or after Closing) there is unconditionally released from all further potential liability any uncertainty whether an Indemnifiable Claim will be for the account of the Seller Indemnitors or Purchaser, the parties will (A) cooperate in connection therewithgood faith to determine whether an Indemnifiable Claim will be for the account of the Seller Indemnitors or Purchaser, (B) until such uncertainty is resolved to the mutual satisfaction of the parties, jointly determine who will control the defense and settlement of any such Indemnifiable Claim and how such defense and settlement will be handled, (C) cooperate with each other in the defense and settlement of such Indemnifiable Claim and the exchange of information relevant thereto, (D) unless otherwise agreed, share the out- of-pocket costs of such defense and settlement (including the costs of investigation, response and mitigation) equally until the parties' respective rights to indemnification for such costs are resolved, and (E) treat the defense and settlement of such Indemnifiable Claim as a joint and common defense, including any joint defense agreement which may be entered into by the parties.

Defense. If any claim against an The Indemnified Party shall arise by reason of any claim made by third parties against it, and the Indemnifying Party shall have cooperate with the right to assume party assuming the defense defense, compromise or settlement of the matter giving rise to the claim for indemnification through counsel of its selection any such Action in accordance herewith in any manner that such party reasonably acceptable to the Indemnified Party at the Indemnifying Party's expense, and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appealmay request. If the Indemnifying Party fails or refuses to undertake so assumes the defense within 30 days after receiving the indemnification noticeof any such Action, the Indemnified Party shall have the right to assume employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party unless (a) the Indemnifying Party has specifically agreed to pay such fees and expenses, (b) any relief other than the payment of money damages is sought against the Indemnified Party or (c) the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party or that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such matter Action (in either of which cases the Indemnifying Party shall not have the right to direct the defense, compromise or settlement of such Action on behalf of the Indemnified Party), and for in any such case the account reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party; provided, it being understood and agreed, however, that unless the Indemnifying Party has refused to undertake shall not be liable for the defense, fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party together with its Affiliates, unless there shall be a conflict of interest between the Indemnified Party and an Affiliate thereof, in which case the Indemnifying Party shall not be liable for the fees and expenses of more than an aggregate of two separate firms of attorneys at any time for the Indemnified Party and its Affiliates. No Indemnified Party shall settle or compromise or consent to entry of any claim Judgment with respect to any such Action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which consent unless the Indemnifying Party shall not be unreasonably withheld or delayedhave failed, after reasonable notice thereof, to undertake control of such Action in the manner provided above in this Section 7.4. The Indemnifying Party may settle shall not, without the written consent of the Indemnified Party Party, settle or compromise or consent to entry of any claim for Judgment with respect to any such Action (x) in which any relief other than the payment of money at damages is or may be sought against any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against or (y) that does not include as an unconditional term thereof the giving by the claimant, party conducting such investigation, plaintiff or petitioner to such Indemnified Party and the Indemnified Party is unconditionally released of a release from all further potential liability in connection therewithwith respect to such Action.

Defense. If With respect to any claim against an Indemnified Party shall arise by reason Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any claim made by third parties against itProceeding, the Indemnifying Party Company will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to assume employ his or her own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the matter giving rise to the claim for indemnification through counsel of its selection reasonably acceptable to the Indemnified Party at the Indemnifying Party's expenseProceeding, and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act (iii) after a Change in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification noticeControl, the Indemnified Party employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not within sixty (60) calendar days in fact have the right employed counsel to assume the defense of such matter Proceeding, in each of which case all Expenses of the Proceeding shall be borne by the Company. If two or more persons who may be entitled to indemnification from the Company, including the Indemnitee, are parties to any Proceeding, the Company may require Indemnitee to use the same legal counsel as the other parties. Indemnitee shall have the right to use separate legal counsel in the Proceeding, but the Company shall not be liable to Indemnitee under this Agreement for the fees and expenses of separate legal counsel incurred after notice from the Company of the requirement to use the same legal counsel as the other parties, unless the Indemnitee reasonably concludes that there may be a conflict of interest between Indemnitee and any of the other parties required by the Company to be represented by the same legal counsel. In the event separate counsel is retained by an Indemnitee pursuant to this Section 6(b), the Company shall cooperate with Indemnitee with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to the Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of and the Company or as to which Indemnitee shall have made the determination provided for the account of the Indemnifying Party; provided, however, that unless the Indemnifying Party has refused to undertake the defense, the Indemnified Party shall not settle or compromise any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewith(ii) above.

Defense. If The Indemnified Party intending to claim indemnification under this ARTICLE VIII shall promptly notify the Indemnifying Party of any Action or Loss in respect of which the Indemnified Party intends to claim against such indemnification, and the Indemnifying Party shall be entitled to assume and control the defense thereof (with counsel selected by the Indemnifying Party) whether or not such Action is rightfully brought; provided, however, that an Indemnified Party shall arise have the right to retain its own counsel, with the fees and expenses to be paid by reason the Indemnified Party, unless Indemnifying Party does not assume the defense, in which case the reasonable fees and expenses of counsel retained by the Indemnified Party shall be paid by the Indemnifying Party. The Indemnified Party, and its employees and agents, shall cooperate fully with the Indemnifying Party and its legal representatives in the investigation and defense of any claim made Action or Loss. The Indemnifying Party shall not be liable for the indemnification of any Action or Loss settled (or resolved by third parties against itconsent to the entry of judgment) without the written consent of the Indemnifying Party. Also, if the Indemnifying Party shall control the defense of any such Action, the Indemnifying Party shall have the right to assume the defense of the matter giving rise to the claim for indemnification through counsel of its selection reasonably acceptable to the Indemnified Party at the Indemnifying Party's expensesettle such Action; provided, and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to that the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right to assume the defense of such matter on behalf of and for the account of the Indemnifying Party; provided, however, that unless the Indemnifying Party has refused to undertake the defense, the Indemnified Party shall not settle or compromise any claim without obtain the prior written consent of the Indemnifying Party, (which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle without the consent ) of the Indemnified Party before entering into any claim for money at any time, if at its sole expense and if settlement of (or resolving by consent to the entry of judgment upon) such Action unless (A) there is no adverse impact on finding or admission of any violation of law or any violation of the rights of any Person by an Indemnified Party, no requirement that the Indemnified Party admit fault is assessed or culpability, and no adverse effect on any other claims that may be made by or against the Indemnified Party and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party or its insurer and such settlement does not require the Indemnified Party is unconditionally released to take (or refrain from all further potential liability in connection therewithtaking) any action.

Defense. If the facts relating to a Loss arise out a Third Party Claim, or if there is any claim against an Indemnified Party shall arise a third party available by reason virtue of any claim made by third parties against itthe circumstances of the Loss, the Indemnifying Party shall have the right to assume the defense of the matter Indemnity Obligor shall, by giving rise to the claim for indemnification through counsel of its selection reasonably acceptable written notice to the Indemnified Party within 15 days following its receipt of the 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 Indemnifying Party's expense, and interim the Indemnified Party shall have use its best efforts to take all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity onlyLoss. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, 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 at the 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 in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel, or (c) the Indemnity Obligor has failed to assume the defense of such matter on behalf action and employ counsel reasonably satisfactory to the Indemnified Party. Whether or not the Indemnity Obligor defends or prosecutes 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 trial as may be reasonably requested in connection therewith. The Indemnity Obligor shall not be liable for any settlement of and for any such claim effected without its prior written consent. In the account event of payment by the Indemnifying Party; provided, however, that unless the Indemnifying Party has refused Indemnity Obligor to undertake the defense, the Indemnified Party in connection with any Loss arising out of a Third Party Claim, the Indemnity Obligor shall not settle be subrogated to and shall stand in the place of the Indemnified Party as to any events or compromise 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 without that would adversely affect the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Indemnified Party may settle without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewith.

Defense. If any claim against an The Indemnified Party shall arise by reason of any claim made by third parties against it, permit the Indemnifying Party shall have the right Indemnitor to assume the defense of the matter giving rise such 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 for indemnification through counsel of its selection reasonably acceptable to Claim in question) upon receipt by the Indemnified Party at of the Indemnifying PartyIndemnitor's expense, and written acknowledgment of its obligation to indemnify the Indemnified Party 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 have not be liable under this Agreement for any legal or other expenses subsequently incurred by the rightIndemnified Party in connection with such defense but the Indemnitor shall be 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, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Counsel selected by the Indemnitor or by the Indemnified Party to defend any Claim shall cooperate fully to make available be subject to the Indemnifying Party all pertinent information under reasonable approval of the other party. If the Indemnitor fails to assume the defense of any such Claim as provided above within a reasonable time (which shall be such period of time as will not, in the reasonable judgment of the Indemnified Party's control as , result in prejudice to the claim and rights of the Indemnified Party) after due notice has been given of a Claim, then until such time as the Indemnitor shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification noticesuch assumption, the Indemnified Party shall have the right to assume the prosecute and conduct its own defense by counsel of such matter on behalf of and for the account of the Indemnifying Partyits choice; provided, however, that unless the Indemnifying Party has refused to undertake the defense, the Indemnified Party shall may not settle enter into any compromise or compromise any claim settlement thereof without the prior written consent of the Indemnifying PartyIndemnitor, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The Indemnifying Party may settle without Such defense shall be at the consent cost and expense of the Indemnitor if the Indemnitor subsequently assumes such defense as provided above, or if it is subsequently determined that the Indemnitor is 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 claim for money at any timeof the Purchaser Indemnified Parties, which Claim, if at its sole expense and if there is no adverse impact 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 PartyParties, no fault is assessed against then, in each such case, the Purchaser Indemnified Party Parties alone shall be entitled to, acting as a reasonable person under similar circumstances, contest, defend and settle such Claim in the first instance and, if the Purchaser Indemnified Party is unconditionally released from all further potential liability in connection therewithParties 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.

Defense. If the facts pertaining to a Loss by a Buyer Indemnified Party or a Company Indemnified Party, as the case may be, arise out of the claim of any third party, or if there is any claim against an Indemnified Party shall arise a third party available by reason virtue of any claim made by third parties against itthe circumstances of the Loss, the applicable Indemnifying Party shall have the right to may assume the defense of or the matter giving rise prosecution thereof by written notice to the claim for indemnification through counsel of its selection reasonably acceptable to the such Buyer Indemnified Party or Seller Indemnified Party, including the employment of counsel or accountants reasonably satisfactory to such Buyer Indemnified Party or Seller Indemnified Party, at the Indemnifying Party's cost and expense, and the . Such Buyer Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Seller Indemnified Party shall have the right to assume employ counsel separate from counsel employed by such Indemnifying Party in any such action and to participate therein, but the defense fees and expenses of such matter on behalf of and for the account of the Indemnifying Party; provided, however, that unless the Indemnifying counsel employed by such Buyer Indemnified Party has refused to undertake the defense, the or Seller Indemnified Party shall be at its expense. The Indemnifying Party shall not settle or compromise be liable for any settlement of any such claim effected without its prior written consent, which shall not be unreasonably withheld. The Indemnifying Party shall not agree to a settlement of any claim without the prior written consent of the Indemnifying Buyer Indemnified Party or Seller Indemnified Party, as the case may be, which consent shall will not be unreasonably withheld withheld. Whether or delayednot the Indemnifying Party chooses to so 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 attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. The Indemnifying Party may settle without the consent shall be subrogated to all rights and remedies of the Buyer Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the or Seller Indemnified Party, no fault is assessed against as the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewithcase may be.

Defense. If any the matter with respect to which a Party seeks indemnification (the "Indemnitee") involves a claim asserted against an Indemnified Party shall arise the Indemnitee by reason a third party, promptly after receipt by the Indemnitee of notice of the commencement of any claim made action, it will notify the other Party (the "Indemnitor") in writing of the commencement thereof but the omission so to notify the Indemnitor will not relieve the Indemnitor from any liability which it may have to the Indemnitee unless the Indemnitor is prejudiced by third parties such omission. In case any such action shall be brought against itthe Indemnitee and it shall notify the Indemnitor of the commencement thereof, the Indemnifying Party Indemnitor shall have be entitled to participate in, and, to the right extent that it may wish to assume the defense of the matter giving rise thereof, with counsel satisfactory to the claim for indemnification through counsel Indemnitee, and after notice from the Indemnitor to the Indemnitee of its selection reasonably acceptable to the Indemnified Party at the Indemnifying Party's expense, and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right election to assume the defense thereof, the Indemnitor shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof unless (i) the Indemnitee shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to this sentence, (ii) the Indemnitor shall not have employed counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time, (iii) the Indemnitor and its counsel do not actively and vigorously pursue the defense of such matter on behalf action, or (iv) the Indemnitor has authorized the employment of and counsel for the account Indemnitee at the expense of the Indemnifying PartyIndemnitor; provided, however, that unless the Indemnifying Party has refused Indemnitee shall have the right to undertake employ counsel to represent it if, in its reasonable judgment, it is advisable for it to be represented by separate counsel because separate defenses are available, or because a conflict of interest exists between the defenseIndemnitee and the Indemnitor in respect to such claim, and in such event the fees and expenses of such separate counsel shall be paid by the Indemnitor. In such circumstance, the Indemnified Party Indemnitee shall not settle or compromise any claim without designate the prior written consent of the Indemnifying Party, which consent shall counsel. The Indemnitor will not be unreasonably withheld liable to the Indemnitee for any settlement of any action or delayed. The Indemnifying Party may settle claim without the consent of the Indemnified Party Indemnitor and the Indemnitor may not unreasonably withhold its consent to any settlement. The Indemnitor will not consent to entry of any judgment or enter into any settlement or compromise any claim for money at any time, if at its sole expense and if there is no adverse impact on which does not include as an unconditional term thereof the Indemnified Party, no fault is assessed against giving by the Indemnified Party and claimant or plaintiff to the Indemnified Party is unconditionally released Indemnitee of a full release from all further potential liability in connection therewithwith respect to such claim or litigation.

Defense. If Except as set forth in Section 11.5(d) hereof, if any action, suit or proceeding is commenced, or any claim or demand is asserted, by a third party not Affiliated with any party hereto against an Indemnified Party shall arise by reason a party hereto (the "Indemnitee") in respect of any claim made by third parties against itwhich the Indemnitee proposes to demand indemnification under Section 11.1 or 11.2 above, the Indemnifying Party party from which indemnification is sought (the "Indemnitor") shall have the right to assume the defense entire control thereof (including the selection of the matter giving rise to the claim for indemnification through counsel of its selection reasonably acceptable to the Indemnified Party Indemnitee), subject to the right of the Indemnitee to participate (with counsel of its choice reasonably acceptable to the Indemnitor but at the Indemnifying PartyIndemnitee's expense) in the defense, and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial compromise or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right to assume the defense of such matter on behalf of and for the account of the Indemnifying Partysettlement thereof; provided, however, if the claim or demand is one for which both parties hereto are responsible, then both parties shall jointly assume the defense thereof with counsel reasonably acceptable to each party, and neither party may compromise or settle such claim or demand without the other party's consent, which consent will not be unreasonably denied or withheld. The Indemnitee shall notify the Indemnitor at the earliest practical time after the Indemnitee becomes aware of the circumstance, event or activity which gives rise to the asserted obligation of indemnity, it being understood that unless failure to provide such notice shall not affect the Indemnifying Party has refused Indemnitee's right to undertake indemnification hereunder, except to the extent the Indemnitor shall have been prejudiced as a result of such failure (and the Indemnitor shall not be liable for any attorney fees or expenses incurred during the period in which the Indemnitor shall have failed to give such notice). With respect to any actions, suits, proceedings, claims or demands as to which the Indemnitor shall not have exercised its right to assume the defense, the Indemnified Party Indemnitee shall assume and control the defense of and contest such action with counsel chosen by it and approved by the Indemnitor, which approval shall not be unreasonably withheld, in which case the Indemnitor shall be entitled to participate in the defense of such action (the cost of such participation to be at its own expense) and the Indemnitor shall be obligated to pay the reasonable attorneys' fees and expenses of the Indemnitee to the extent that such fees and expenses relate to claims as to which indemnification is due under this Article XI and subject to the limitations contained in this Agreement. Both the Indemnitor and the Indemnitee shall cooperate fully in all respects with one another in any such defense, compromise or settlement, including, without limitation, by making available to the other all pertinent information and personnel under its direct or indirect control, and the parties agree that such cooperation will be carried out in a way so as not to waive any applicable or available attorney-client privilege, and the parties will take all measures to protect such privilege. Neither party shall compromise or settle any such action, suit, proceeding, claim or compromise any claim demand without the prior written consent of the Indemnifying Partyother party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party , provided, however, that a party may settle without so compromise or settle, after consultation with the consent other party, (i) if such compromise or settlement involves solely the payment of money damages and/or the granting of releases, provided that no such compromise, settlement or release shall acknowledge liability for future acts or obligate any Xxxxxxxx Indemnitee with respect to any post-Closing activities of the Indemnified Party Business or, except for the Assumed Liabilities, obligate any claim for money at Purchaser Indemnitee with respect to any timepre-Closing activities of the Business, (ii) if at its sole expense all claimants provide a release (reasonably acceptable to such Indemnitees) in favor of Indemnitees, and (iii) if there is no adverse impact on all claimants agree in writing to maintain the Indemnified Partyfacts and circumstances of the settlement confidential to the extent permitted by applicable law). This Section 11.3 shall not apply to direct claims of any Xxxxxxxx Indemnitee against Purchaser or Silgan or of any Purchaser Indemnitee against Xxxxxxxx, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewiththat are not based upon claims asserted by third parties.

Defense. If any claim against of the indemnified parties is made or threatened ------- to be made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third Person for the liability under which or the costs or expenses of which any of the indemnified parties is entitled to be indemnified pursuant to Paragraph 18 (any such third party action or proceeding being referred to as an Indemnified Party shall arise by reason of any claim made by third parties against it"Indemnification Claim"), the Indemnifying Party indemnified party or parties shall have the right to assume the defense of the matter giving rise give prompt notice thereof to the claim for indemnifying party; provided -------- that the failure to give such notice shall not affect the indemnified party or parties' ability to seek indemnification through counsel of its selection reasonably acceptable hereunder unless such failure has materially and adversely affected the indemnifying party or parties' ability to prosecute successfully an Indemnification Claim. Each indemnified party shall permit the Indemnified Party at the Indemnifying Party's expense, and the Indemnified Party shall have the rightindemnifying party, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right to assume the defense of any such matter on behalf of and for claim or any litigation to which this Paragraph 18.4 may be applicable, by counsel reasonably satisfactory to the account of the Indemnifying Partyindemnified party or parties; provided, however-------- that the indemnified party or parties shall be entitled at any time, that at its or their own cost and expense (which expense shall not be recoverable from the indemnifying party unless the Indemnifying Party has refused indemnifying party is not adequately representing or, because of a conflict of interest, may not adequately represent, the indemnified party or parties' interests), to undertake participate in such claim, action or proceeding and to be represented by attorneys of its or their own choosing. If the indemnified party or parties elects to participate in such defense, such party or parties will cooperate with the Indemnified Party shall indemnifying party in the conduct of such defense. The indemnified party or parties may not concede, settle or compromise any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle Indemnification Claim without the consent of the Indemnified Party indemnifying party. The indemnifying party, in the defense of any such claim for money at or litigation, shall not, except with the approval of each indemnified party, consent to entry of any time, if at its sole expense judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party or parties of a full and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released complete release from all further potential liability in connection therewithrespect to such claim or litigation.

Defense. If In the event any Third Party shall make a demand or claim against or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in liability to an Indemnified Party shall arise in respect of matters covered by reason the indemnity under this Agreement, or in the event that a potential Loss, damage or expense comes to the attention of any Party 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 demand, claim made or lawsuit. Within thirty (30) days after written notice by third parties against itthe Indemnified Party (the “Notice”) to an Indemnifying Party of such demand, claim or lawsuit, except as provided in the next sentence, the Indemnifying Party shall have the right option, at its sole cost and expense, to assume retain counsel to defend any such demand, claim or lawsuit; provided that counsel who will conduct the defense of the matter giving rise to the such demand, claim for indemnification through counsel of its selection reasonably acceptable to or lawsuit will be approved by the Indemnified Party at the Indemnifying Party's expense, and the whose approval will not unreasonably be withheld. The Indemnified Party shall have the right, at its own expense, to employ counsel participate in the defense of any suit, action or proceeding brought against it with respect to represent itwhich indemnification may be sought hereunder; provided, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully if (i) the named parties to make available to any such proceeding (including any interpleaded parties) include both the Indemnifying Party all pertinent information under and the Indemnified Party's control as , representation of both parties by the same counsel would be inappropriate due to the claim actual or potential differing interests between them, and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails 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 Indemnifying Party, which authorization will not be unreasonably withheld, or refuses (iii) the Indemnifying Party has not in fact employed counsel to undertake assume the defense of such action within 30 days after receiving the indemnification noticea reasonable time; then, the Indemnified Party shall have the right to assume retain its own counsel at the defense of such matter on behalf of sole cost and for the account of the Indemnifying Party; provided, however, that unless the Indemnifying Party has refused to undertake the defense, the Indemnified Party shall not settle or compromise any claim without the prior written consent expense of the Indemnifying Party, which consent costs and expenses shall not be unreasonably withheld or delayed. The paid by the Indemnifying Party may settle on a current basis. No Indemnifying 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 Indemnified Party. If any Indemnified Party any claim for money 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 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 any time, if at its sole expense and if there is no adverse impact on the election of the Indemnified Party, no fault is assessed against the Indemnifying Party will not have the right to continue the defense of such demand, claim or lawsuit on behalf of such Indemnified Party and 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 and to undertake the defense. 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 costs and expenses shall be paid by the Indemnifying Party on a current basis. Failure to provide Notice shall not limit the rights of such party to indemnification, except to the extent the Indemnifying Party’s defense of the action is unconditionally released from all further potential liability in connection therewithactually 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 against an Indemnified Party shall arise by reason Upon receipt of any claim made by third parties against itnotice under Section 11.3.1 (Notice) from the Indemnitee, the Indemnifying Party shall will have the duty to either compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Claim. The Indemnifying - 41 - [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Party will promptly (and in any event not more than [*] after receipt of the Indemnitee’s original notice) notify the Indemnitee in writing that it acknowledges its obligation to indemnify the Indemnitee with respect to the Claim pursuant to this Article 11 (Indemnification; Insurance) and of its intention either to compromise or defend such Claim. Once the Indemnifying Party gives such notice to the Indemnitee, (a) the Indemnifying Party will have the right to control the defense and settlement of such Claim, subject to this Section 11.3 (Indemnification Procedures) and (b) the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee’s reasonable expenses of investigation and cooperation. Any Indemnitee will be entitled to participate in, but not control, the defense of any Claim and to retain counsel of its choice for such purpose; provided that such retention will be at the Indemnitee’s own cost and expense unless (i) the Indemnifying Party has failed to assume the defense of and retain counsel in accordance with this Section 11.3.2 (Defense) (in which case the matter giving rise to indemnified Party will control the claim for indemnification through counsel of its selection reasonably acceptable to the Indemnified Party defense at the Indemnifying Party's ’s cost and expense), or (ii) the interests of the Indemnitee and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information with respect to such Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under the Indemnified Party's control as to the claim and shall make its appropriate personnelany legal requirement, if anyethical rules, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right to assume the defense of such matter on behalf of and for the account of the Indemnifying Party; provided, however, that unless the Indemnifying Party has refused to undertake the defense, the Indemnified Party shall not settle or compromise any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the Indemnified Party, no fault is assessed against the Indemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewithequitable principles.

Defense. If any claim against an Indemnified Party shall arise by reason (i) In the case of any claim made by a third parties against itparty claim, the Indemnifying Party shall have may participate in the right defense thereof and, if it so chooses and irrevocably acknowledges its obligation to assume indemnify the Indemnified Party therefor, control the defense of the matter giving rise to the claim for indemnification through an Indemnifiable Claim with counsel of its selection reasonably acceptable satisfactory to the Indemnified Party at the Indemnifying Party's expense, and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right to assume the defense of such matter on behalf of and for the account of the Indemnifying Party; provided, however, that unless if the Indemnified Party reasonably believes that (x) a material conflict of interest between the Indemnified Party and the Indemnifying Party with respect to the claim or its defense exists or is likely to develop during the pendency of the litigation, and as a result of such conflict, the Indemnifying Party's incentive to defend such claim could reasonably be expected to be materially compromised, or (y) the claim raises serious issues regarding the integrity or moral character of the Indemnified Party or any of its Affiliates, or of its of their senior management, in its or their capacity as such (which issues are a fundamental element of the claim) then the Indemnified Party shall be entitled to control the defense of the claim in accordance with paragraph (b)(ii) of this Section 9.3, it being understood that the mere allegation of fraud, willful misconduct, bad faith, malfeasance or any similar such claim as part of multiple claims constituting an Indemnifiable Claim, shall not be deemed, in and of itself, to provide the basis for the Indemnified Party's rights as set forth in this clause (y). In all cases, the party without the right to control the defense of the Indemnifiable Claim may participate in the defense at its own expense. In the case of a third party claim, the Indemnifying Party shall inform the Indemnified Party within 20 days of receiving the written notice seeking indemnification whether the party elects to control the defense and irrevocably acknowledges its obligation to indemnify the Indemnified Party therefor. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has refused not assumed the defense thereof, provided that it either irrevocably acknowledges in writing its indemnity obligations with respect to undertake the defenseIndemnity Claim or it is determined by a court of competent jurisdiction that it is obligated hereunder to provide such indemnification. If the Indemnifying Party disputes its liability with respect to a potential Indemnifiable Claim or the amount thereof (whether or not it desires to defend the Indemnified Party against a third party claim), the parties shall endeavor in good faith to settle such dispute. The Indemnifying Party shall not settle or compromise a third party claim or legal proceeding without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided that such prior written consent shall not be required with respect to any Indemnifiable Claim that relates to any item referred to in Sections 9.1(c), (d), (e), (f), (g), (h), or (i), except with respect to any Indemnifiable Claim relating to Remediation of Hazardous Substances that is covered by Section 5.18 shall remain subject in all respects to the terms of Section 5.18. The Indemnified Party shall not settle or compromise any a third party claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The If the Indemnifying Party may settle without does not assume the consent defense of any third party claim or litigation resulting therefrom within 20 days after the Indemnified Party any date it receives notice of such claim for money at any time, if at its sole expense and if there is no adverse impact on from the Indemnified Party, no fault is assessed against the Indemnified Party and may defend against such claim or litigation in such manner as it may deem appropriate, including settling such claim or litigation, after giving notice to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate. Notwithstanding anything in this Section 9.3 to the contrary, if for any reason (for example the effect of the limitations set forth in Sections 9.4 or 9.5 or evidence that an Indemnifiable Loss may be attributable to events before or after Closing) there is unconditionally released from all further potential liability any uncertainty whether an Indemnifiable Claim will be for the account of the Seller Indemnitors or Purchaser, the parties will (A) cooperate in connection therewithgood faith to determine whether an Indemnifiable Claim will be for the account of the Seller Indemnitors or Purchaser, (B) until such uncertainty is resolved to the mutual satisfaction of the parties, jointly determine who will control the defense and settlement of any such Indemnifiable Claim and how such defense and settlement will be handled, (C) cooperate with each other in the defense and settlement of such Indemnifiable Claim and the exchange of information relevant thereto, (D) unless otherwise agreed, share the out-of-pocket costs of such defense and settlement (including the costs of investigation, response and mitigation) equally until the parties' respective rights to indemnification for such costs are resolved, and (E) treat the defense and settlement of such Indemnifiable Claim as a joint and common defense, including any joint defense agreement which may be entered into by the parties.

Defense. If any claim claim, demand or liability is asserted by any third party against an any Indemnified Party shall arise by reason of any claim made by third parties against itParty, the Indemnifying Party shall have the right to assume and shall upon the defense written request of the matter giving rise to Indemnified Party, defend any Actions brought against the claim for indemnification through Indemnified Party in respect of any Indemnifiable Claims with counsel of its selection choice reasonably acceptable to the Indemnified Party at and, in the Indemnifying Party's expensecase of a Tax-related Action, and the Indemnified Party shall have the right, at tax advisors of its own expense, choice reasonably acceptable to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for . In any discovery, trial such action or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification noticeproceeding, the Indemnified Party shall have the right to assume retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless (a) the Indemnifying Party and the Indemnified Party mutually agree in writing to the retention of such counsel, or (b) the named parties to any such suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and in the reasonable judgment of the Indemnified Party, representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inadvisable due to potential conflicts of interests between them. The Parties shall cooperate and may participate in the defense of such matter on behalf of and for the account of the Indemnifying Party; provided, however, that unless all third-party claims which may give rise to Indemnifiable Claims hereunder. If the Indemnifying Party has refused assumes the defense (i) it shall be conclusively established for purposes of this Agreement that the claims made in the Action are within the scope of and subject to undertake indemnification but only if the defense, Indemnifying Party assumed the defense pursuant to clause (a) above and not clause (b); and (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party shall not settle or compromise any claim without the prior Party's written consent of the Indemnifying Party, (which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if withheld) unless there is no adverse impact finding or admission of any violation of legal requirement or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, no fault or the exclusive relief provided is assessed against monetary damages that are paid in full by the Indemnifying Party. If written notice is given to an Indemnifying Party of the commencement of any Action and the Indemnifying Party does not, within twenty (20) days after the Indemnified Party's written notice is given, give written notice to the Indemnified Party and of its election to assume the defense of such Action, the Indemnifying Party shall be bound by any determination made in such Action or any compromise or settlement effected by the Indemnified Party. In connection with the defense of any claim, each Party is unconditionally released from all further potential liability shall make available to the Party controlling such defense, any books, records or other documents within its control that are reasonably requested in connection therewith.the course of or necessary or appropriate for such defense. 8.3.3

Defense. If any claim claim, demand, or liability is asserted by any third party against an indemnified party, the indemnifying party shall upon written request of the Indemnified Party, defend any actions or proceedings brought against the Indemnified Party shall arise in respect of matters embraced by reason of any claim made by third parties against itthe indemnity, but the Indemnifying Party indemnified party shall have the right to assume conduct and control the defense defense, compromise or settlement of the matter giving rise to the claim for indemnification through counsel of its selection reasonably acceptable to any Indemnifiable Claim if the Indemnified Party at the Indemnifying Party's expensechooses to do so, and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right to assume the defense of such matter on behalf of and for the account and risk of the Indemnifying Party who shall be bound by the result so obtained to the extent provided herein. If after a request to defend any action or proceeding, the Indemnifying Party neglects to defend the Indemnified Party; provided, howevera recovery against the latter suffered by it in good faith, that unless is conclusive in its favor against the Indemnifying Party, provided however that, if the Indemnifying Party has refused to undertake the defense, the Indemnified Party shall not settle or compromise any claim without the prior written consent received reasonable notice of the Indemnifying Party, which consent shall not be unreasonably withheld action or delayed. The Indemnifying Party may settle without the consent of the Indemnified Party any claim for money at any time, if at its sole expense and if there is no adverse impact on the proceeding against Indemnified Party, no fault or is assessed not allowed to control its defense, judgment against the Indemnified Party and is only presumptive evidence against the Indemnifying Party. Each Party hereto to the extent that it is or becomes an Indemnifying Party, hereby stipulates that a judgment again an Indemnified Party is unconditionally released from shall be conclusive against the Indemnifying Party for purposes of the indemnification, unless specified otherwise above, the Parties shall cooperate in the defense of all further potential liability third party claims, which may give rise to indemnifiable claims hereunder. In connection with the defense of any claim, each party shall make available to the party controlling such defense, any books, records or other documents within its control that are reasonably requested in connection therewiththe course of such defense and necessary or appropriate for such defense.

Defense. (a) If the facts relating to a Loss arise out of the claim of any third party, or if there is any claim against an 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 15 days following its receipt of the 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 shall arise by reason 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. If notice is given to the Indemnity Obligor of the commencement of any claim made by third parties against itProceeding and the indemnifying party does not, within 15 days after the Indemnifying Indemnified Party's notice is given, give notice to the Indemnified Party shall have the right of its election to assume the defense of such Proceeding, the matter giving rise to the claim for indemnification through counsel of its selection reasonably acceptable to the Indemnified Party at the Indemnifying Party's expense, and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act indemnifying party will be bound by any determination made in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under such Proceeding or any compromise or settlement effected by the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the 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 at the Indemnified Party's own expense, unless (a) the employment thereof has been specifically authorized by the Indemnity Obligor, (b) 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 in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel, or (c) the Indemnity Obligor has failed to assume the defense of such matter on behalf action or employ counsel reasonably satisfactory to the Indemnified Party. 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. Except as previously set forth in this Section 13.04, the Indemnity Obligor shall not be liable for any settlement of and for any such claim effected without its prior written consent. In the account event of payment by the Indemnifying Party; provided, however, that unless the Indemnifying Party has refused Indemnity Obligor to undertake the defense, the Indemnified Party in connection with any Loss arising out of a third party claim, the Indemnity Obligor shall not settle be subrogated to and shall stand in the place of the Indemnified Party as to any events or compromise 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 without that would adversely affect the prior written consent Indemnified Party including any compromise or settlement of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may settle such claims without the consent of the Indemnified Party any claim for money at any timeParty. (b) Notwithstanding the foregoing, if at its sole expense and if an Indemnified Party determines in good faith that there is no adverse impact on the a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which such Indemnified PartyParty would be entitled to indemnification under this Agreement, no fault is assessed against the Indemnified Party and may, by notice to the Indemnified Party is unconditionally released from all further potential liability in connection therewith.indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). 13.05

Defense. If An indemnifying Party shall, except as provided in the immediately following sentence and the last sentence of this paragraph, assume the defense of such Claim, with counsel reasonably satisfactory to the indemnified Party to represent the indemnified Party in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any claim against an Indemnified Party shall arise by reason of such proceeding, any claim made by third parties against it, the Indemnifying indemnified Party shall have the right to assume the defense of the matter giving rise to the claim for indemnification through counsel of its selection reasonably acceptable to the Indemnified Party at the Indemnifying Party's expense, and the Indemnified Party shall have the right, at retain its own expense, to employ counsel to represent it, which counsel shall act and participate in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right to assume the defense of such matter on behalf Claim, but the fees and expense of such counsel shall be at the expense of such indemnified Party unless: (i) the indemnifying Party and the indemnified Party shall have mutually agreed to the retention of such counsel; or (ii) the named Parties to any such proceeding (including any impleaded parties) include both the indemnifying Party and the indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is agreed that the indemnifying Party shall not, in respect of the legal expense of any indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the account fees and expenses of the Indemnifying Party; provided, however, more than one separate firm (in addition to any local counsel) for all such indemnified Parties and that unless the Indemnifying Party has refused to undertake the defense, the Indemnified all such fees and expenses shall be reimbursed as they are incurred. The indemnifying Party shall not settle be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or compromise if there is a final judgment for the plaintiff, the indemnifying Party agrees to indemnify the indemnified Party from and against any claim Losses by reason of such settlement or judgment. No indemnifying Party shall, without the prior written consent of the Indemnifying indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which consent shall not any indemnified Party is or could have been a party and indemnity could have been sought hereunder by such indemnified Party: (x) if such settlement; (A) involves any form of relief other than the payment of money, (B) involves any finding or admission of any violation of any Law or any of the rights of any Person or (C) has any adverse effect on any other Claims that have been or may be unreasonably withheld made against the indemnified Party, or delayed(y) if such settlement involves only the payment of money, unless it includes an unconditional release of such indemnified Party of all liability on claims that are the subject of such proceeding. The Indemnifying An indemnified Party may settle without the consent assume control of the Indemnified defense of any Claim: (1) if it irrevocably waives its right to indemnity under this Section 20, or (2) if, without prejudice to its full right to indemnity under this Section 20: (aa) the indemnifying Party any claim for money at any timefails to provide reasonable assurance to the indemnified Party of its financial capacity to defend or provide indemnification with respect to such Claim, if at its sole expense and if (bb) the indemnified Party determines in good faith that there is no adverse impact on a reasonable likelihood that a Claim would materially and adversely affect it or any other indemnitees other than as a result of monetary damages that would be fully reimbursed by an indemnifying Party under the Indemnified PartyAgreement, no fault is assessed against or (cc) the Indemnified indemnifying Party and refuses or fails to timely assume the Indemnified Party is unconditionally released from all further potential liability defense of such Claim; or (3) in connection therewithcase of Customer, pursuant to Section 20.4.

Defense. If any claim against an Indemnified Party shall arise by reason (i) In the case of any claim made by a third parties against itparty claim, the Indemnifying Party shall have may participate in the right defense thereof and, if it so chooses and irrevocably acknowledges its obligation to assume indemnify the Indemnified Party therefor, control the defense of the matter giving rise to the claim for indemnification through an Indemnifiable Claim with counsel of its selection reasonably acceptable satisfactory to the Indemnified Party at the Indemnifying Party's expense, and the Indemnified Party shall have the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control as to the claim and shall make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense within 30 days after receiving the indemnification notice, the Indemnified Party shall have the right to assume the defense of such matter on behalf of and for the account of the Indemnifying Party; provided, however, that unless if the Indemnified Party reasonably believes that (x) a material conflict of interest between the Indemnified Party and the Indemnifying Party with respect to the claim or its defense exists or is likely to develop during the pendency of the litigation, and as a result of such conflict, the Indemnifying Party’s incentive to defend such claim could reasonably be expected to be materially compromised, or (y) the claim raises serious issues regarding the integrity or moral character of the Indemnified Party or any of its Affiliates, or of its of their senior management, in its or their capacity as such (which issues are a fundamental element of the claim) then the Indemnified Party shall be entitled to control the defense of the claim in accordance with paragraph (b)(ii) of this Section 9.3, it being understood that the mere allegation of fraud, willful misconduct, bad faith, malfeasance or any similar such claim as part of multiple claims constituting an Indemnifiable Claim, shall not be deemed, in and of itself, to provide the basis for the Indemnified Party’s rights as set forth in this clause (y). In all cases, the party without the right to control the defense of the Indemnifiable Claim may participate in the defense at its own expense. In the case of a third party claim, the Indemnifying Party shall inform the Indemnified Party within 20 days of receiving the written notice seeking indemnification whether the party elects to control the defense and irrevocably acknowledges its obligation to indemnify the Indemnified Party therefor. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has refused not assumed the defense thereof, provided that it either irrevocably acknowledges in writing its indemnity obligations with respect to undertake the defenseIndemnity Claim or it is determined by a court of competent jurisdiction that it is obligated hereunder to provide such indemnification. If the Indemnifying Party disputes its liability with respect to a potential Indemnifiable Claim or the amount thereof (whether or not it desires to defend the Indemnified Party against a third party claim), the parties shall endeavor in good faith to settle such dispute. The Indemnifying Party shall not settle or compromise a third party claim or legal proceeding without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided that such prior written consent shall not be required with respect to any Indemnifiable Claim that relates to any item referred to in Sections 9.1(c), (d), (e), (f), (g), (h), or (i), except with respect to any Indemnifiable Claim relating to Remediation of Hazardous Substances that is covered by Section 5.18 shall remain subject in all respects to the terms of Section 5.18. The Indemnified Party shall not settle or compromise any a third party claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The If the Indemnifying Party may settle without does not assume the consent defense of any third party claim or litigation resulting therefrom within 20 days after the Indemnified Party any date it receives notice of such claim for money at any time, if at its sole expense and if there is no adverse impact on from the Indemnified Party, no fault is assessed against the Indemnified Party and may defend against such claim or litigation in such manner as it may deem appropriate, including settling such claim or litigation, after giving notice to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate. Notwithstanding anything in this Section 9.3 to the contrary, if for any reason (for example the effect of the limitations set forth in Sections 9.4 or 9.5 or evidence that an Indemnifiable Loss may be attributable to events before or after Closing) there is unconditionally released from all further potential liability any uncertainty whether an Indemnifiable Claim will be for the account of the Seller Indemnitors or Purchaser, the parties will (A) cooperate in connection therewithgood faith to determine whether an Indemnifiable Claim will be for the account of the Seller Indemnitors or Purchaser, (B) until such uncertainty is resolved to the mutual satisfaction of the parties, jointly determine who will control the defense and settlement of any such Indemnifiable Claim and how such defense and settlement will be handled, (C) cooperate with each other in the defense and settlement of such Indemnifiable Claim and the exchange of information relevant thereto, (D) unless otherwise agreed, share the out-of-pocket costs of such defense and settlement (including the costs of investigation, response and mitigation) equally until the parties’ respective rights to indemnification for such costs are resolved, and (E) treat the defense and settlement of such Indemnifiable Claim as a joint and common defense, including any joint defense agreement which may be entered into by the parties.