Common use of Indemnification Procedures; Third Party Claims Clause in Contracts

Indemnification Procedures; Third Party Claims. An Indemnified ---------------------------------------------- Party shall give the party from which indemnification under this Article VII is sought (the "Indemnifying Party") prompt written notice following actual knowledge of any claim, assertion, event or proceeding concerning any liability or damage as to which the Indemnified Party may request indemnification from the Indemnifying Parties hereunder; provided, however, that any failure by the -------- ------- Indemnified Party to notify he Indemnifying Parties shall not relieve he Indemnifying Parties from their respective obligations hereunder, or from any other obligation or liability that the Indemnifying Parties may have to the Indemnified Party unless such failure materially prejudices the Indemnifying Parties. Upon such written notice of any such action or proceeding, the Indemnifying Parties may assume the defense thereof at their own expense with counsel chosen by such Indemnifying Parties; provided, however, such counsel -------- ------- shall be subject to the prior reasonable approval of the Indemnified Party. If the Indemnifying Parties do not timely provide such defense for the Indemnified Party, with respect to any action, suit, proceeding or investigation to which any Indemnified Party is also a party, the Indemnified Party may assume the defense thereof with counsel chosen by the Indemnified Party, at the reasonable expense of he Indemnifying Parties. In the circumstances referred to in the immediately preceding sentence, if the Indemnified Party does not assume such defense, the Indemnifying Parties, shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the Indemnified Parties, of an unconditional release from all liability in respect of such claim.

Indemnification Procedures; Third Party Claims. An Indemnified ---------------------------------------------- Party shall give the party from which indemnification under this Article VII V is sought (the "Indemnifying Party") prompt written notice following actual knowledge of the existence or commencement of any claim, assertion, event or proceeding concerning any liability or damage as to which the Indemnified Party may request indemnification from the Indemnifying Parties hereunder; provided, however, that any failure by the -------- ------- Indemnified Party to notify he the Indemnifying Parties shall not relieve he the Indemnifying Parties from their respective obligations hereunder, or from any other obligation or liability that the Indemnifying Parties may have to the Indemnified Party unless such failure materially prejudices the Indemnifying Parties. Upon such written notice of any such claim, action or proceeding, the Indemnifying Parties may assume the defense thereof at their own expense with counsel chosen by such Indemnifying Parties; provided, however, such counsel -------- ------- shall be subject to the prior reasonable approval of the Indemnified Party. If the Indemnifying Parties do not timely provide fails to elect to defend any such defense for the Indemnified Partyclaim, with respect action or proceeding within 30 days after notice thereof shall have been deemed given, such indemnifying party shall be deemed to have waived its right to defend any such claim, action, suit, proceeding or investigation to which any Indemnified Party is also a party, the Indemnified Party may assume the defense thereof with counsel chosen by the Indemnified Party, at the reasonable expense of he the Indemnifying PartiesParty. In the circumstances referred to in the immediately preceding sentence, if the Indemnified Party does not assume such defense, the Indemnifying Parties, shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the Indemnified Parties, Parties of an unconditional and general release from all liability in respect of such claim.

Indemnification Procedures; Third Party Claims. An Indemnified ---------------------------------------------- Party shall give Holdings or the party from which indemnification under this Article VII is sought (Company, as the "Indemnifying Party") case may be, prompt written notice following actual knowledge of any claim, assertion, event or proceeding concerning any liability or damage as to which the Indemnified Party it may request indemnification from Holdings or the Indemnifying Parties Company hereunder; provided, however, that any failure by the -------- ------- an Indemnified Party to notify he Indemnifying Parties Holdings or the Company shall not relieve he Indemnifying Parties Holdings or the Company from their respective its obligations hereunder, hereunder except to the extent Holdings or the Company is materially prejudiced by such failure and shall not relieve Holdings or the Company from any other obligation or liability that the Indemnifying Parties it may have to any Indemnified Party otherwise than under this Section 6. If Holdings or the Company, as the case may be, so elects or is requested by an Indemnified Party, Holdings or the Company, as the case may be, will assume the defense of such action or proceeding including the employment of counsel reasonably satisfactory to such Indemnified Party and the payment of the fees and expenses of such counsel. In the event, however, such Indemnified Party reasonably determines in its judgment that having common counsel would present such counsel with a conflict of interest or if Holdings or the Company, as the case may be, (a) fails to assume the defense of the action or proceeding in a timely manner, (b) in the reasonable judgment of the Indemnified Party, the defense is being handled in such a manner that the Indemnified Party's reputation or future business prospects will be damaged or (c) a court of competent jurisdiction rules that Holdings or the Company, as the case may be, has failed or is failing to prosecute or defend vigorously such claim, then such Indemnified Party unless such failure materially prejudices the Indemnifying Parties. Upon such written notice of may employ separate counsel to represent or defend it in any such action or proceedingproceeding and Holdings or the Company, as the Indemnifying Parties case may assume be, will pay the fees and expenses of such counsel. In any action or proceeding the defense thereof at their own expense with counsel chosen by such Indemnifying Parties; provided, however, such counsel -------- ------- shall be subject to of which Holdings or the prior reasonable approval of the Indemnified Party. If the Indemnifying Parties do not timely provide such defense for the Indemnified Party, with respect to any action, suit, proceeding or investigation to which any Indemnified Party is also a partyCompany assumes, the Indemnified Party may assume will have the defense thereof with right to participate in such litigation and to retain its own counsel chosen by the at such Indemnified Party, at 's own expense. Holdings and the reasonable expense of he Indemnifying Parties. In the circumstances referred to in the immediately preceding sentence, if the Indemnified Party does not assume such defense, the Indemnifying Parties, shall notCompany agree that, without the prior written consent of the Indemnified PartyPurchaser, settle or it will not settle, compromise any claim, or permit a default or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect thereofof which indemnification could be sought under the indemnification provision of this Agreement (whether or not the Purchaser or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the Indemnified Parties, of includes an unconditional release of each Indemnified Party from all liability in respect arising out of such claim, action or proceeding and does not include a statement as to an admission of fault, culpability or a failure to act on behalf of an Indemnified Party.

Indemnification Procedures; Third Party Claims. An Indemnified ---------------------------------------------- Party shall give the party from which indemnification under this Article VII is sought (the "Indemnifying Party") Seller prompt written notice following actual knowledge of any claim, assertion, event or proceeding concerning any liability or damage as to which the Indemnified Party they may request indemnification from the Indemnifying Parties Seller hereunder; provided, however, that any failure by the -------- ------- an Indemnified Party to notify he Indemnifying Parties the Seller shall not relieve he Indemnifying Parties the Seller from their respective its obligations hereunder, or hereunder except to the extent the Seller is materially prejudiced by such failure and shall not relieve the Seller from any other obligation or liability that the Indemnifying Parties it may have to the any Indemnified Party unless such failure materially prejudices otherwise than under this Article VIII. If the Indemnifying Parties. Upon such written notice Seller so elects or is requested by an Indemnified Party, the Seller will assume the defense of any such action or proceeding, including the Indemnifying Parties may assume employment of counsel reasonably satisfactory to such Indemnified Party and the defense thereof at their own expense with counsel chosen by payment of the fees and expenses of such Indemnifying Parties; providedcounsel. In the event, however, such counsel -------- ------- shall be subject to the prior reasonable approval of the Indemnified Party. If the Indemnifying Parties do not timely provide such defense for the Indemnified Party, with respect to any action, suit, proceeding or investigation to which any Indemnified Party is also determines in the reasonable judgment of counsel that having common counsel would present such common counsel with a party, conflict of interest or (i) other than in an action solely for monetary damages if the Indemnified Party may Seller fails to assume the defense thereof with counsel chosen by of the Indemnified Partyaction or proceed in a timely manner, at (ii) if in the reasonable expense of he Indemnifying Parties. In the circumstances referred to in the immediately preceding sentence, if the Indemnified Party does not assume such defense, the Indemnifying Parties, shall not, without the prior written consent judgment of the Indemnified Party, settle the defense is being handled in such a manner that Indemnified Party’s reputation or compromise any future business prospects will be materially damaged or (iii) if a court of competent jurisdiction rules that the Seller has failed or is failing to prosecute or defend vigorously such claim, then such Indemnified Party may employ separate counsel to represent or permit a default defend it in any such action of proceeding and the Seller will pay the fees and expenses of such counsel. In any action or proceeding the defense of which the Seller assumes, the Indemnified Party will have the right to participate in such litigation and to retain its own counsel at such Indemnified Party’s own expense. The Seller agrees that, without the Buyer’s prior written consent, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect thereofof which indemnification could be sought under the indemnification provision of this Agreement (whether or not the Buyer or any other Indemnified Party is an actual or potential party to such claim, action or proceeding, so long as it is reasonably likely that they could be named as a party), unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the Indemnified Parties, of an includes and unconditional release of each Indemnified Party from all liability in respect arising out of such claim, action or proceeding and does not include a statement as to an admission of fault, culpability or a failure to act on behalf of an Indemnified Party.

Indemnification Procedures; Third Party Claims. An (a) If any party (the “Indemnified ---------------------------------------------- Party shall give Party”) receives written notice of the commencement of any action or proceeding or the assertion of any claim by a third party from or the imposition of any penalty or assessment for which indemnification indemnity may be sought under this Article VII is sought 10 (the "Indemnifying Party") prompt written notice following actual knowledge of any claima “Third Party Claim”), assertionand such Indemnified Party intends to seek indemnity pursuant to this Article 10, event or proceeding concerning any liability or damage as to which the Indemnified Party may request indemnification from shall promptly provide the other party (the “Indemnifying Parties hereunder; provided, however, that Party”) with notice of such Third Party Claim. The failure of any failure by the -------- ------- Indemnified Party to notify he Indemnifying Parties give timely notice hereunder shall not relieve he Indemnifying Parties from their respective obligations affect rights to indemnification hereunder, or from any other obligation or liability except to the extent that the Indemnifying Parties may have suffered actual and material prejudice by such failure. After such notice, if the relevant Indemnifying Party shall acknowledge, in writing, to the Indemnified Party unless that the relevant Indemnifying Party shall be obligated under the terms of their indemnity hereunder in connection with such failure materially prejudices Third Party Action, then the Indemnifying PartiesParty shall be entitled to participate in or, at its option, assume the defense, appeal or settlement of such Third Party Claim. Upon such written notice of any such action Such defense or proceeding, settlement shall be conducted through counsel selected by the Indemnifying Parties may assume the defense thereof at their own expense with counsel chosen by such Indemnifying Parties; provided, however, such counsel -------- ------- shall be subject to the prior reasonable approval of the Indemnified Party. If the Indemnifying Parties do not timely provide such defense for the Indemnified Party, with respect to any action, suit, proceeding or investigation to which any Indemnified Party is also a party, the Indemnified Party may assume the defense thereof with counsel chosen and approved by the Indemnified Party, at which approval shall not be unreasonably withheld or delayed, and the reasonable expense of he Indemnified Party shall fully cooperate with the Indemnifying PartiesParty in connection therewith. In the circumstances referred to in the immediately preceding sentence, if the Indemnified Party does not assume such defense, event that the Indemnifying Parties, shall not, without Party fails to 45 assume the prior written consent defense or settlement of any Third Party Claim within 20 Business Days after receipt of notice thereof from the Indemnified Party, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the Indemnified PartiesParty shall have the right to undertake the defense, of an unconditional release from all liability in respect appeal or settlement of such claimThird Party Claim at the expense and for the account of the Indemnifying Party.

Indemnification Procedures; Third Party Claims. An A party entitled to indemnification pursuant to this Article VII (an “Indemnified ---------------------------------------------- Party”) shall give the other party (the “Indemnifying Party”) notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and Liabilities of the Indemnifying Party under this Article VII with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article VII (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the party from which indemnification under this Article VII is sought Indemnifying Party notice of such Third Party Claim within thirty (30) days of the "Indemnifying Party") prompt written notice following actual knowledge of any claim, assertion, event or proceeding concerning any liability or damage as to which receipt by the Indemnified Party may request indemnification from the Indemnifying Parties hereunderof such notice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent the Indemnifying Party is materially prejudiced by such failure by the -------- ------- Indemnified Party to notify he Indemnifying Parties and shall not relieve he the Indemnifying Parties from their respective obligations hereunder, or Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VII. If the Indemnifying Parties Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may have result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party unless within five days of the receipt of such failure materially prejudices notice from the Indemnifying Parties. Upon such written notice of any such action or proceeding, the Indemnifying Parties may assume the defense thereof at their own expense with counsel chosen by such Indemnifying PartiesIndemnified Party; provided, however, such that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party for the same counsel -------- ------- to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be subject entitled to retain its own counsel, in each jurisdiction for which the prior reasonable approval Indemnified Party determines counsel is required, at the expense of the Indemnified Party. If In the event the Indemnifying Parties do not timely provide Party exercises the right to undertake any such defense for the Indemnified Party, with respect to against any action, suit, proceeding or investigation to which any Indemnified such Third Party is also a partyClaim as provided above, the Indemnified Party may assume shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense thereof against any such Third Party Claim, the Indemnifying Party shall cooperate with counsel chosen by the Indemnified Party in such defense and make available to the Indemnified Party, at the reasonable expense of he Indemnifying Parties. In the circumstances referred to Party’s expense, all such witnesses, records, materials and information in the immediately preceding sentence, if Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party does may not assume such defense, the Indemnifying Parties, shall not, settle a Third Party Claim without the prior written consent of the Indemnified Party, settle or compromise any claim(which consent shall not be unreasonably withheld), or permit a default or provided, however, that if the Indemnified Party withholds its consent to any bona fide settlement offer from the entry counterpart(ies) to the matter being defended by the Indemnified Party that does not require the Indemnified Party to incur costs or material performance obligations as part of any judgment in respect thereof, unless such that settlement, compromise or consent includesthen, as an unconditional term thereofnotwithstanding, anything to the contrary in this Agreement, the giving by Indemnifying Party’s indemnification obligation with respect to such matter shall not exceed the claimant to the Indemnified Parties, amount of an unconditional release from all liability in respect of such claimthat bona fide settlement offer.

Indemnification Procedures; Third Party Claims. An Indemnified ---------------------------------------------- Party shall give (a) If any Person who has the party from which indemnification right to be indemnified under this Article VII is sought Sections 11.1(a) or 11.1(b) (the "Indemnifying “Indemnified Party"”) prompt receives written notice following actual knowledge of the commencement of any claim, assertion, event action or proceeding concerning or the assertion of any liability claim by a third party (including, but not limited to, any Governmental Authority) or damage as the imposition of any penalty or assessment for which indemnity may be sought under Sections 11.1(a) or 11.1(b) (a “Third Party Claim”), and such Indemnified Party intends to which seek indemnity pursuant to this Section 11, the Indemnified Party may request indemnification from shall as promptly as practicable provide the party that has agreed to indemnify hereunder (the “Indemnifying Parties hereunderParty”) with notice of such Third Party Claim in writing and in reasonable detail of the Third Party Claim (including the factual basis for the Third Party Claim, and, to the extent known, the amount of the Third Party Claim); provided, however, that any failure by no delay on the -------- ------- part of the Indemnified Party to notify he in notifying the Indemnifying Parties shall not Party will relieve he the Indemnifying Parties from their respective obligations hereunder, or Party from any other obligation or liability that hereunder unless (and then solely to the extent) the Indemnifying Parties may have Party is materially prejudiced as a result thereof. The Indemnifying Party shall be entitled to participate in or, at its option, assume the defense of such Third Party Claim (without admitting liability to the Indemnified Party unless such failure materially prejudices or the third party) in either case at the expense of the Indemnifying PartiesParty. Upon such written notice Such defense shall be conducted through counsel (reasonably satisfactory to the Indemnified Party) selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of any such action or proceedinga Third Party Claim, the Indemnifying Parties may assume Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at their own expense with counsel chosen by such Indemnifying Parties; provided, however, such counsel -------- ------- shall be subject to the prior reasonable approval of the Indemnified Partythereof. If the Indemnifying Parties do not timely provide such defense for the Indemnified Party, with respect to any action, suit, proceeding or investigation to which any Indemnified Party is also a party, conducting the defense of the Third Party Claim the Indemnified Party may assume shall be entitled, at its own expense, to retain separate counsel and participate in the defense of such Third Party Claim. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will keep the Indemnified Party informed of all material developments relating to or arising in connection with such Third Party Claim. If the Indemnifying Party chooses to defend a Third Party Claim, the Parties will cooperate in the defense thereof (with counsel chosen by the Indemnified Party, at the Indemnifying Party being responsible for all reasonable expense out-of-pocket expenses of he Indemnifying Parties. In the circumstances referred to in the immediately preceding sentence, if the Indemnified Party does not assume in connection with such defense44 cooperation), which cooperation will include the provision to the Indemnifying PartiesParty of records and information which are reasonably relevant to such Third Party Claim, shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim, or permit and making employees available on a default or consent mutually convenient basis to the entry provide additional information and explanation of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the Indemnified Parties, of an unconditional release from all liability in respect of such claimmaterial provided hereunder.

Indemnification Procedures; Third Party Claims. An Indemnified ---------------------------------------------- Party shall give Holdings or the party from which indemnification under this Article VII is sought (Company, as the "Indemnifying Party") case may be, prompt written notice following actual knowledge of any claim, assertion, event or proceeding concerning any liability or damage as to which the Indemnified Party it may request indemnification from Holdings or the Indemnifying Parties Company hereunder; provided, however, that any failure by the -------- ------- an Indemnified Party to notify he Indemnifying Parties Holdings or the Company shall not relieve he Indemnifying Parties Holdings or the Company from their respective its obligations hereunder, hereunder except to the extent Holdings or the Company is materially prejudiced by such failure and shall not relieve Holdings or the Company from any other obligation or liability that the Indemnifying Parties it may have to any Indemnified Party otherwise than under this Section 6. If Holdings or the Company, as the case may be, so elects or is requested by an Indemnified Party, Holdings or the Company, as the case may be, will assume the defense of such action or proceeding including the employment of counsel reasonably satisfactory to such Indemnified Party and the payment of the fees and expenses of such counsel. In the event, however, such Indemnified Party reasonably determines in its judgment that having common counsel would present such counsel with a conflict of interest or if Holdings or the Company, as the case may be, (a) fails to assume the defense of the action or proceeding in a timely manner, (b) in the reasonable judgment of the Indemnified Party, the defense is being handled in such a manner that the Indemnified Party’s reputation or future business prospects will be damaged or (c) a court of competent jurisdiction rules that Holdings or the Company, as the case may be, has failed or is failing to prosecute or defend vigorously such claim, then such Indemnified Party unless such failure materially prejudices the Indemnifying Parties. Upon such written notice of may employ separate counsel to represent or defend it in any such action or proceedingproceeding and Holdings or the Company, as the Indemnifying Parties case may assume be, will pay the fees and expenses of such counsel. In any action or proceeding the defense thereof at their own expense with counsel chosen by such Indemnifying Parties; provided, however, such counsel -------- ------- shall be subject to of which Holdings or the prior reasonable approval of the Indemnified Party. If the Indemnifying Parties do not timely provide such defense for the Indemnified Party, with respect to any action, suit, proceeding or investigation to which any Indemnified Party is also a partyCompany assumes, the Indemnified Party may assume will have the defense thereof with right to participate in such litigation and to retain its own counsel chosen by the at such Indemnified Party, at ’s own expense. Holdings and the reasonable expense of he Indemnifying Parties. In the circumstances referred to in the immediately preceding sentence, if the Indemnified Party does not assume such defense, the Indemnifying Parties, shall notCompany agree that, without the prior written consent of the Indemnified PartyPurchaser, settle or it will not settle, compromise any claim, or permit a default or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect thereofof which indemnification could be sought under the indemnification provision of this Agreement (whether or not the Purchaser or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the Indemnified Parties, of includes an unconditional release of each Indemnified Party from all liability in respect arising out of such claim, action or proceeding and does not include a statement as to an admission of fault, culpability or a failure to act on behalf of an Indemnified Party.

Indemnification Procedures; Third Party Claims. An Indemnified ---------------------------------------------- Party shall give the party from which indemnification under this Article VII VIII is sought (the "Indemnifying Party") prompt written notice following actual knowledge of the existence or commencement of any claim, assertion, event or proceeding concerning any liability or damage as to which the Indemnified Party may request indemnification from the Indemnifying Parties hereunder; provided, however, that any failure by the -------- ------- Indemnified Party to notify he the Indemnifying Parties shall not relieve he the Indemnifying Parties from their respective obligations hereunder, or from any other obligation or liability that the Indemnifying Parties may have to the Indemnified Party unless such failure materially prejudices the Indemnifying Parties. Upon such written notice of any such claim, action or proceeding, the Indemnifying Parties may assume the defense thereof at their own expense with counsel chosen by such Indemnifying Parties; provided, however, such counsel -------- ------- shall be subject to the prior reasonable approval of the Indemnified Party. If the Indemnifying Parties do not timely provide fails to elect to defend any such defense for the Indemnified Partyclaim, with respect action or proceeding within 30 days after notice thereof shall have been deemed given, such indemnifying party shall be deemed to have waived its right to defend any such claim, action, suit, proceeding or investigation to which any Indemnified Party is also a party, the Indemnified Party may assume the defense thereof with counsel chosen by the Indemnified Party, at the reasonable expense of he the Indemnifying PartiesParty. In the circumstances referred to in the immediately preceding sentence, if the Indemnified Party does not assume such defense, the Indemnifying Parties, shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the Indemnified Parties, Parties of an unconditional and general release from all liability in respect of such claim.

Indemnification Procedures; Third Party Claims. An If a claim by a third party is made against an Indemnified ---------------------------------------------- Party shall give the party from which indemnification (a “Third Party Claim”), and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VII is IX, such Indemnified Party shall promptly notify (a “Notice of Third Party Claim”) the Representative, in the case of indemnification sought by any Parent Indemnified Party, in writing of such claims within fifteen (the "Indemnifying Party"15) prompt written notice following actual knowledge days of any receipt of such claim, assertion, event or proceeding concerning any liability or damage as to which the Indemnified Party may request indemnification from the Indemnifying Parties hereundersetting forth such claims in reasonable detail; provided, however, that any failure by the -------- ------- Indemnified to give such a Notice of Third Party to notify he Indemnifying Parties Claim within such fifteen (15) day period shall not relieve he Indemnifying Parties from their respective the Indemnitor of its obligations hereunder, or from any other obligation or liability that except to the Indemnifying Parties may extent Indemnitor shall have been materially prejudiced by such failure. The Indemnitor shall have fifteen (15) days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing (which counsel shall be reasonably acceptable to the Indemnified Party unless such failure materially prejudices the Indemnifying Parties. Upon such written notice of any such action or proceedingParty) and at Indemnitor’s own expense, the Indemnifying Parties may assume settlement or defense of the defense thereof at their own expense Third Party Claim, and the Indemnified Party shall cooperate with counsel chosen by such Indemnifying Partiesit in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel -------- ------- chosen by such Indemnified Party and paid at its own expense; and provided, further, that, if in the reasonable opinion of counsel for such Indemnified Party, there is a reasonable likelihood of a conflict of interest between the Indemnitor and the Indemnified Party, the Indemnitor shall be subject responsible for the reasonable fees and expenses of one counsel and one local counsel, if applicable, to such Indemnified Party in connection with such defense of the Third Party Claim. So long as the Indemnitor is reasonably contesting any such Third Party Claim in good faith, the Indemnified Party shall not pay or settle any such Third Party Claim without the prior reasonable approval written consent of the Indemnitor, which consent shall not be unreasonably withheld. If the Indemnitor does not notify the Indemnified Party in writing within fifteen (15) days after receipt of the Indemnified Party. If ’s Notice of Third Party Claim hereunder that it elects to undertake the Indemnifying Parties do not timely provide such defense for the Indemnified Party, with respect to any action, suit, proceeding or investigation to which any Indemnified Party is also a partythereof, the Indemnified Party may assume shall have the defense thereof with counsel chosen by right to undertake, at Indemnitor’s cost, risk and expense, the defense, compromise or settlement of the Third Party Claim, but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnitor shall pay the Indemnified Party, at the reasonable expense of he Indemnifying Parties’s expenses as and when incurred (as evidenced by appropriate documentation). In the circumstances referred to in the immediately preceding sentence, if the Indemnified Party does not assume such defense, the Indemnifying Parties, The Indemnitor shall not, without except with the prior written consent of the Indemnified Party, settle or compromise enter into any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, settlement that (i) does not include as an unconditional term thereof, thereof the giving by the claimant Person or Persons asserting such Third Party Claim to the all Indemnified Parties, Parties of an unconditional release from all liability with respect to such claim or consent to entry of any judgment, (ii) involves non-monetary relief or remedy, including any restrictions on the Indemnified Party’s ability to operate or compete, or (iii) in the case of a Claim related to Taxes, gives an unconditional release from all liability with respect of such claimto similar Claims for all other relevant Tax periods or portions therof.

Indemnification Procedures; Third Party Claims. An Indemnified ---------------------------------------------- Party shall give the party from which indemnification under this Article VII IV is sought (the "Indemnifying Party") prompt written notice following actual knowledge of any claim, assertion, event or proceeding concerning any liability or damage as to which the Indemnified Party may request indemnification from the Indemnifying Parties hereunder; providedPROVIDED, howeverHOWEVER, that any failure by the -------- ------- Indemnified Party to notify he the Indemnifying Parties shall not relieve he the Indemnifying Parties from their respective obligations hereunder, or from any other obligation or liability that the Indemnifying Parties may have to the Indemnified Party unless such failure materially prejudices the Indemnifying Parties. Upon such written notice of any such action or proceeding, the Indemnifying Parties may assume the defense thereof at their own expense with counsel chosen by such Indemnifying Parties; providedPROVIDED, howeverHOWEVER, such counsel -------- ------- shall be subject to the prior reasonable approval of the Indemnified Party. If the Indemnifying Parties do not timely provide such defense for the Indemnified Party, with respect to any action, suitsuite, proceeding or investigation to which any Indemnified Party is also a party, the Indemnified Party may assume the defense thereof with counsel chosen by the Indemnified Party, at the reasonable expense of he the Indemnifying Parties. In the circumstances referred to in the immediately preceding sentence, if the Indemnified Party does not assume such defense, the Indemnifying Parties, shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the Indemnified Parties, of or an unconditional release from all liability in respect of such claim.

Indemnification Procedures; Third Party Claims. An Indemnified ---------------------------------------------- Party shall give the party from which indemnification under this Article VII is sought (the "Indemnifying Party") Company prompt written notice following actual knowledge of any claim, assertion, event or proceeding concerning any liability or damage as to which the Indemnified Party they may request indemnification from the Indemnifying Parties Company hereunder; provided, however, that any failure by the -------- ------- an Indemnified Party to notify he Indemnifying Parties the Company shall not relieve he Indemnifying Parties the Company from their respective its obligations hereunder, or hereunder except to the extent the Company is materially prejudiced by such failure and shall not relieve the Company from any other obligation or liability that the Indemnifying Parties it may have to the any Indemnified Party unless such failure materially prejudices otherwise than under this Article VIII. If the Indemnifying Parties. Upon such written notice Company so elects or is requested by an Indemnified Party, the Company will assume the defense of any such action or proceeding, including the Indemnifying Parties may assume employment of counsel reasonably satisfactory to such Indemnified Party and the defense thereof at their own expense with counsel chosen by payment of the fees and expenses of such Indemnifying Parties; providedcounsel. In the event, however, such counsel -------- ------- shall be subject to the prior reasonable approval of the Indemnified Party. If the Indemnifying Parties do not timely provide such defense for the Indemnified Party, with respect to any action, suit, proceeding or investigation to which any Indemnified Party is also determines in the reasonable judgment of counsel that having common counsel would present such common counsel with a party, conflict of interest or (i) other than in an action solely for monetary damages if the Indemnified Party may Company fails to assume the defense thereof with counsel chosen by of the Indemnified Partyaction or proceed in a timely manner, at (ii) if in the reasonable expense of he Indemnifying Parties. In the circumstances referred to in the immediately preceding sentence, if the Indemnified Party does not assume such defense, the Indemnifying Parties, shall not, without the prior written consent judgment of the Indemnified Party, settle the defense is being handled in such a manner that Indemnified Party’s reputation or compromise any future business prospects will be materially damaged or (iii) if a court of competent jurisdiction rules that the Company has failed or is failing to prosecute or defend vigorously such claim, then such Indemnified Party may employ separate counsel to represent or permit a default defend it in any such action of proceeding and the Company will pay the fees and expenses of such counsel. In any action or proceeding the defense of which the Company assumes, the Indemnified Party will have the right to participate in such litigation and to retain its own counsel at such Indemnified Party’s own expense. The Company agrees that, without the Buyers’ prior written consent, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect thereofof which indemnification could be sought under the indemnification provision of this Agreement (whether or not the Buyers or any other Indemnified Party is an actual or potential party to such claim, action or proceeding, so long as it is reasonably likely that they could be named as a party), unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the Indemnified Parties, of an includes and unconditional release of each Indemnified Party from all liability in respect arising out of such claim, action or proceeding and does not include a statement as to an admission of fault, culpability or a failure to act on behalf of an Indemnified Party.

Indemnification Procedures; Third Party Claims. An Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified ---------------------------------------------- Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall give be entitled to participate in the party from which indemnification under this Article VII is sought (defense of any such Action, with its counsel and at its own cost and expense. If the "Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of it to the Indemnifying Party") prompt written notice following actual knowledge of any claim, assertion, event or proceeding concerning any liability or damage on such terms as to which the Indemnified Party may request indemnification from the Indemnifying Parties hereunder; provided, however, that any failure deem appropriate and no action taken by the -------- ------- Indemnified Party to notify he Indemnifying Parties shall not relieve he Indemnifying Parties from their respective obligations hereunder, or from any other obligation or liability that the Indemnifying Parties may have to the Indemnified Party unless in accordance with such failure materially prejudices defense and settlement shall relieve the Indemnifying Parties. Upon such written notice Party of any such action or proceeding, the Indemnifying Parties may assume the defense thereof at their own expense with counsel chosen by such Indemnifying Parties; provided, however, such counsel -------- ------- shall be subject to the prior reasonable approval of the Indemnified Party. If the Indemnifying Parties do not timely provide such defense for the Indemnified Party, its indemnification obligations herein provided with respect to any action, suit, proceeding or investigation to which damages resulting therefrom. The Indemnifying Party shall not settle any Indemnified Party is also a party, the Indemnified Party may assume the defense thereof with counsel chosen by Action without the Indemnified Party, at the reasonable expense of he Indemnifying Parties. In the circumstances referred to in the immediately preceding sentence, if the Indemnified Party does not assume such defense, the Indemnifying Parties, shall not, without the ’s prior written consent of the Indemnified Party, settle (which consent shall not be unreasonably withheld or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereofdelayed), unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the Indemnified Parties, of includes an unconditional release of each Indemnified Party from all liability in respect arising out of such claim, action or proceeding and does not include a statement as to an admission of fault, culpability or a failure to act on behalf of an Indemnified Party.

Indemnification Procedures; Third Party Claims. (a) An Indemnified ---------------------------------------------- Party shall give the party from Indemnifying Party prompt written notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Article VII Agreement, within thirty (30) Business Days of such determination (a “Direct Claim”), stating in reasonable detail the factual basis for the claim, and the amount of the indemnifiable Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is sought claimed or arises (the "Indemnifying Party") prompt written notice following actual knowledge of any claim, assertion, event or proceeding concerning any liability or damage as to which the Indemnified Party may request indemnification from the Indemnifying Parties hereunder“Indemnity Notice”); provided, however, that any the failure to give the Indemnity Notice shall not waive an Indemnified Party’s right to indemnification, unless (and then solely to the extent) the Indemnifying Party was materially prejudiced by the -------- ------- Indemnified Party Party’s failure to notify he Indemnifying Parties shall not relieve he Indemnifying Parties from their respective obligations hereunder, or from any other obligation or liability that give notice. Any such Indemnity Notice need only specify such information to the Indemnifying Parties may have to knowledge of the Indemnified Party unless as of the date of such failure materially prejudices Indemnity Notice and shall not limit or prejudice any of the Indemnifying Parties. Upon such written notice rights or remedies of any Indemnified Party on the basis of any limitation on the information included in such action or proceedingIndemnity Notice made based on advice of counsel to preserve the attorney client privilege. In the event of a claim, the Indemnifying Parties may assume the defense thereof at their own expense with counsel chosen by such Indemnifying Parties; provided, however, such counsel -------- ------- shall be subject to the prior reasonable approval of the Indemnified Party. If the Indemnifying Parties do not timely provide such defense for the Indemnified Party, with respect to any action, suit, proceeding or investigation demand relating to which any Indemnified Party is also this Agreement or the transactions contemplated hereby brought by one party hereto against another, if a partycourt of competent jurisdiction determines that a party has breached this Agreement, then such breaching party shall be liable for, and shall pay, the Indemnified Party may assume reasonable legal fees, costs and expenses that the defense thereof non-breaching party has incurred in connection with counsel chosen by the Indemnified Party, at the reasonable expense of he Indemnifying Parties. In the circumstances referred to in the immediately preceding sentence, if the Indemnified Party does not assume such defense, the Indemnifying Parties, shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim, action, suit, proceeding or permit a default or consent to the entry of demand, including any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the Indemnified Parties, of an unconditional release from all liability in respect of such claimappeal therefrom.

Indemnification Procedures; Third Party Claims. An Indemnified ---------------------------------------------- Party shall give In the case of any claim, suit, demand, proceeding or action (a "Proceeding") asserted by a third party from which against a party entitled to indemnification under this Article VII is sought Agreement (the "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") prompt written notice following promptly after such Indemnified Party has actual knowledge of any claim, assertion, event or proceeding concerning any liability or damage Proceeding as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any Proceeding or any litigation resulting therefrom; provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such Proceeding or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may request indemnification from participate in such defense at such Indemnified Party's expense and (iii) the Indemnifying Parties hereunder; provided, however, that omission by any failure by the -------- ------- Indemnified Party to notify he Indemnifying Parties give notice as provided herein shall not relieve he Indemnifying Parties from their respective obligations hereunder, or from any other obligation or liability that the Indemnifying Parties may have Party of its indemnification obligation under this Agreement except to the Indemnified extent that such omission results in a failure of actual notice to the Indemnifying Party unless and such Indemnifying Party is materially damaged as a result of such failure materially prejudices the Indemnifying Partiesto give notice. Upon such written notice of any such action or proceeding, the Indemnifying Parties may assume the defense thereof at their own expense Except with counsel chosen by such Indemnifying Parties; provided, however, such counsel -------- ------- shall be subject to the prior reasonable approval of the Indemnified Party. If the Indemnifying Parties do not timely provide such defense for the Indemnified Party, with respect to any action, suit, proceeding or investigation to which any Indemnified Party is also a party, the Indemnified Party may assume the defense thereof with counsel chosen by the Indemnified Party, at the reasonable expense of he Indemnifying Parties. In the circumstances referred to in the immediately preceding sentence, if the Indemnified Party does not assume such defense, the Indemnifying Parties, shall not, without the prior written consent of the Indemnified Party, settle no Indemnifying Party, in the defense of any such Proceeding or compromise any claimlitigation, or permit a default or shall consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof, thereof the giving by the each claimant or plaintiff to the such Indemnified Parties, Party of an unconditional a release from all liability with respect to such Proceeding or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such Proceeding by the Indemnifying Party might be expected to affect adversely the Indemnified Party or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claimProceeding or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such Proceeding at the sole cost of the Indemnifying Party; provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such Proceeding or litigation without the prior written consent of the Indemnifying Party. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such Proceeding or demand and shall be entitled to settle or agree to pay in full such Proceeding or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any Proceeding or litigation subject to this Section 8.1 and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures; Third Party Claims. An (a) If any Indemnified ---------------------------------------------- Party shall give receives written notice of the commencement of any Action by a third party from or the imposition of any penalty or assessment for which indemnification under indemnity may be sought hereunder (a “Third-Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article VII is sought (the "Indemnifying Party") prompt written notice following actual knowledge of any claimIX, assertion, event or proceeding concerning any liability or damage as to which the Indemnified Party shall as promptly as practicable provide the Party or Parties that have agreed to indemnify hereunder (the “Indemnifying Party” or the “Indemnifying Parties”, as the case may request indemnification from be) with notice in writing including reasonable detail of the Indemnifying Parties hereunderThird-Party Claim; provided, however, that any failure by the -------- ------- Indemnified Party omission so to notify he the Indemnifying Parties Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party, unless the Indemnifying Party is materially prejudiced by such failure to notify and in any event shall not relieve he the Indemnifying Parties from their respective obligations hereunder, or Party from any other obligation or liability that the Indemnifying Parties which it may have to any Indemnified Party other than under this Section 9.7(a). An Indemnifying Party shall be entitled to participate in or, at its option, assume the defense of such Third-Party Claim (without admitting Liability to the Indemnified Party unless or the third party), in either case at the expense of the Indemnifying Party; provided, that the Indemnifying Party or Parties shall not be entitled to assume the defense of a Third-Party Claim to the extent that the Indemnified Party reasonably determines that it has defenses, claims or positions that are unique, separate or distinct from the defenses, claims or positions that might be available to other Persons relating to such failure materially prejudices Third-Party Claim (such as jurisdictional defenses), in which case the Indemnified party or Parties shall have the right to elect to be represented by separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party or Parties. Such defense shall be conducted through counsel selected by the Indemnifying Parties, which counsel shall be reasonably satisfactory to the Indemnified Party. Upon such written notice of any such action or proceeding, Should the Indemnifying Parties may so elect to assume the defense of a Third-Party Claim, no Indemnifying Party will be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at their own expense unless (i) the Indemnified Party shall have employed separate counsel in connection with counsel chosen by such Indemnifying Parties; providedthe assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, such that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel -------- ------- (in addition to local counsel), (ii) the Indemnifying Party shall be subject not have employed counsel satisfactory to the prior Indemnified Party to represent the Indemnified Party within a reasonable approval time after notice of commencement of the action or (iii) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party; and except that, if clause (i) or (iii) is applicable, such liability shall only be in respect of the counsel referred to in such clause (i) or (iii). If the Indemnifying Parties do not timely provide such are conducting the defense for of the Indemnified Party, with respect to any action, suit, proceeding or investigation to which any Indemnified Third-Party is also a partyClaim, the Indemnified Party may assume shall be entitled, at its own expense, to retain separate counsel and participate in the defense thereof with counsel chosen by the Indemnified Party, at the reasonable expense of he such Third-Party Claim. Each Indemnifying Parties. In the circumstances referred to in the immediately preceding sentence, if Party will keep the Indemnified Party does not assume informed of all material developments relating to or arising in connection with such defense, the Indemnifying Parties, shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the Indemnified Parties, of an unconditional release from all liability in respect of such claimThird-Party Claim.

Indemnification Procedures; Third Party Claims. An Indemnified ---------------------------------------------- Party shall give the If a party from which indemnification entitled to be indemnified under this Article VII is sought VI (an “Indemnified Party”) receives notice of the "Indemnifying Party") prompt written notice following actual knowledge assertion or commencement of any claimaction, assertionsuit, event claim or other legal proceeding concerning any liability made or damage as brought by a Third Party (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnified Party may request wishes to assert an indemnification from claim against the party subject to such indemnification obligation under this Article VI (the “Indemnifying Party”), the Indemnified Party shall give the Indemnifying Parties hereunder; providedParty reasonably prompt written notice thereof (“Claim Notice”). The failure to promptly provide such a Claim Notice shall not, however, that any failure by relieve the -------- ------- Indemnified Indemnifying Party of its indemnification obligations, except and only to notify he Indemnifying Parties shall not relieve he Indemnifying Parties from their respective obligations hereunder, or from any other obligation or liability the extent that the Indemnifying Parties Party forfeits rights or defenses by reason of such failure. A Claim Notice shall describe the Third Party Claim in reasonable detail, and shall indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party unless such failure materially prejudices the Indemnifying Parties. Upon such written notice of any such action or proceedingParty, the Indemnifying Parties may to assume the defense thereof of any Third Party Claim at their the Indemnifying Party's expense and by the Indemnifying Party's own expense with counsel chosen by (as reasonably acceptable to the Indemnified Party), and the Indemnified Party shall use commercially reasonable efforts to cooperate in good faith in such defense. In the event that the Indemnifying Parties; providedParty assumes the defense of any Third Party Claim, however, such counsel -------- ------- shall be subject to Section 6.4(b), it shall have the prior reasonable approval right to take such action as it deems necessary to defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party's right to control the defense thereof. If the Indemnifying Parties do Party elects not timely provide to compromise or defend such defense for Third Party Claim or fails to promptly notify the Indemnified Party, with respect Party in writing of its election to any action, suit, proceeding or investigation to which any Indemnified Party is also a partydefend as provided in this Agreement, the Indemnified Party may assume may, subject to Section 6.4(b) pay, compromise, defend such Third Party Claim and seek indemnification for any and all Damages based upon, arising from or relating to such Third Party Claim. Sellers and Purchaser shall cooperate with each other in all reasonable respects in connection with the defense thereof with counsel chosen by the Indemnified Party, at the reasonable expense of he Indemnifying Parties. In the circumstances referred to in the immediately preceding sentence, if the Indemnified Party does not assume such defense, the Indemnifying Parties, shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the Indemnified Parties, of an unconditional release from all liability in respect of such claimThird Party Claim.

Indemnification Procedures; Third Party Claims. An If a claim by a third party is made against an Indemnified ---------------------------------------------- Party shall give the party from which indemnification (a “Third Party Claim”), and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VII is IX, such Indemnified Party shall promptly notify (a “Notice of Third Party Claim”) (i) Parent, in the case of indemnification sought by any Stockholder Indemnified Party or (ii) the "Indemnifying Representative, in the case of indemnification sought by any Parent Indemnified Party", in writing of such claims within fifteen (15) prompt written notice following actual knowledge days of any receipt of such claim, assertion, event or proceeding concerning any liability or damage as to which the Indemnified Party may request indemnification from the Indemnifying Parties hereundersetting forth such claims in reasonable detail; provided, however, that any failure by the -------- ------- Indemnified to give such a Notice of Third Party to notify he Indemnifying Parties Claim within such fifteen (15) day period shall not relieve he Indemnifying Parties from their respective the Indemnitor of its obligations hereunder, or from except to the extent Indemnitor shall have been materially prejudiced by such failure. The Indemnitor (acting through Parent, in the case of indemnification sought by any other obligation or liability that Stockholder Indemnified Party, and acting through the Indemnifying Parties may Representative, in the case of indemnification sought by a Parent Indemnified Party) shall have fifteen (15) days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing (which counsel shall be reasonably acceptable to the Indemnified Party unless such failure materially prejudices the Indemnifying Parties. Upon such written notice of any such action or proceedingParty) and at Indemnitor’s own expense, the Indemnifying Parties may assume settlement or defense of the defense thereof at their own expense Third Party Claim, and the Indemnified Party shall cooperate with counsel chosen by such Indemnifying Partiesit in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel -------- ------- chosen by such Indemnified Party and paid at its own expense; and provided, further, that, if in the reasonable opinion of counsel for such Indemnified Party, there is a reasonable likelihood of a conflict of interest between the Indemnitor and the Indemnified Party, the Indemnitor shall be subject responsible for the reasonable fees and expenses of one counsel and one local counsel, if applicable, to such Indemnified Party in connection with such defense of the Third Party Claim. So long as the Indemnitor is reasonably contesting any such Third Party Claim in good faith, the Indemnified Party shall not pay or settle any such Third Party Claim without the prior reasonable approval written consent of the Indemnitor, which consent shall not be unreasonably withheld. If the Indemnitor does not notify the Indemnified Party in writing within fifteen (15) days after receipt of the Indemnified Party. If ’s Notice of Third Party Claim hereunder that it elects to undertake the Indemnifying Parties do not timely provide such defense for the Indemnified Party, with respect to any action, suit, proceeding or investigation to which any Indemnified Party is also a partythereof, the Indemnified Party may assume shall have the defense thereof with counsel chosen by right to undertake, at Indemnitor’s cost, risk and expense, the defense, compromise or settlement of the Third Party Claim, but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnitor shall pay the Indemnified Party, at the reasonable expense of he Indemnifying Parties’s expenses as and when incurred (as evidenced by appropriate documentation). In the circumstances referred to in the immediately preceding sentence, if the Indemnified Party does not assume such defense, the Indemnifying Parties, The Indemnitor shall not, without except with the prior written consent of the Indemnified Party, settle or compromise enter into any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, settlement that (i) does not include as an unconditional term thereof, thereof the giving by the claimant Person or Persons asserting such Third Party Claim to the all Indemnified Parties, Parties of an unconditional release from all liability with respect to such claim or consent to entry of any judgment, (ii) involves non-monetary relief or remedy, including any restrictions on the Indemnified Party’s ability to operate or compete or (iii) exceeds the remaining amount in respect of such claimthe Indemnity Escrow Account.

Indemnification Procedures; Third Party Claims. An (a) A Parent Indemnified ---------------------------------------------- Party shall give the party from Stockholders’ Representative prompt written notice of any matter which the Parent Indemnified Party has determined has given or could give rise to a right of indemnification under this Article VII is sought Agreement (other than a Third Party Claim), within twenty (20) business days of such determination (an “Indemnity Notice”), specifying with reasonable particularity (on the "Indemnifying basis of the information available) the factual basis for the Parent Indemnified Party") prompt written notice following actual knowledge ’s right to indemnification hereunder and the amount of any claimLosses included in the Parent Indemnified Party’s claim for indemnification, assertion, event to the extent known or proceeding concerning any liability or damage as to which the Indemnified Party may request indemnification from the Indemnifying Parties hereunderestimable; provided, however, that any the failure to give an Indemnity Notice shall not waive a Parent Indemnified Party’s right to indemnification, except if, and then to the extent, the Stockholders’ Representative is prejudiced by the -------- ------- Parent Indemnified Party Party’s failure to notify he Indemnifying Parties give notice. Parent shall not relieve he Indemnifying Parties from their respective obligations hereundercooperate fully with the Stockholders’ Representative’s review and contesting of such Indemnity Notice. Such cooperation shall include the retention and the provision of books, or from records and information that are reasonably relevant to any other obligation or liability that Indemnity Notice and making available on a mutually convenient basis full access to all relevant books, records, information and personnel of Parent reasonably necessary for the Indemnifying Parties may have Stockholders’ Representative’s review and/or contesting of an Indemnity Notice. Parent will, and will cause the surviving entity and the Company Subsidiaries to retain until the termination of the Indemnity Escrow Agreement all books, records and information pertinent to the Indemnified Party unless such failure materially prejudices operation of the Indemnifying Parties. Upon such written notice business of any such action or proceeding, the Indemnifying Parties may assume Company and the defense thereof at their own expense with counsel chosen by such Indemnifying Parties; provided, however, such counsel -------- ------- shall be subject Company Subsidiaries prior to the prior reasonable approval of the Indemnified Party. If the Indemnifying Parties do not timely provide such defense for the Indemnified Party, with respect to any action, suit, proceeding or investigation to which any Indemnified Party is also a party, the Indemnified Party may assume the defense thereof with counsel chosen by the Indemnified Party, at the reasonable expense of he Indemnifying Parties. In the circumstances referred to in the immediately preceding sentence, if the Indemnified Party does not assume such defense, the Indemnifying Parties, shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the Indemnified Parties, of an unconditional release from all liability in respect of such claimClosing Date.