Common use of Notice and Defense of Third Party Claims Clause in Contracts

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) 30 day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of In the commencement event any action, suit or proceeding is brought by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either casePerson, with respect to which indemnification an Indemnifying Person may be sought pursuant to this Agreement (a “Third Party Claim”)have liability under Section 6.2, the Indemnified Party shall give action, suit or proceeding shall, upon the written agreement of the Indemnifying Party written notice thereofPerson that it is obligated with respect to such action, suit or proceeding, be defended (including all proceedings on appeal or for review which counsel for the defendant shall deem appropriate) and, unless otherwise provided below, controlled by such Indemnifying Person. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party Persons shall have the right to participate employ its or their own counsel in any such proceedings case, but the fees and to expenses of such counsel shall be represented by attorneys of its own choosing at the expense of such Indemnified Party’s sole cost and expense. If Persons, unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party assumes Person in connection with the defense of a Third Party Claimsuch action, suit or proceeding, (ii) the Indemnifying Party Person shall fail actively and diligently to defend such action, suit or proceeding, (iii) the Indemnified Persons shall have reasonably concluded that such action, suit or proceeding involves to a significant extent matters beyond the scope of the indemnity agreement contained in Section 6.2 or (iv) the Indemnified Persons shall have reasonably concluded that there may settle be one or compromise more legal or equitable defenses available to the claim without Indemnified Persons which are different from or additional to those available to the prior written consent Indemnifying Person, in any of which events the Indemnifying Person shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnified Party if such settlement or compromise is solely for monetary damages for which Persons and that portion of any fees and expenses of counsel related to matters covered by the indemnity agreement and contained in Section 6.2 shall be borne by the Indemnifying Party Person. The Indemnified Persons shall be responsible for; in kept fully informed of such action, suit or proceeding at all other events, the Indemnifying Party may stages thereof whether or not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedthey are so represented. The Indemnifying Party Person shall pay make available to the Indemnified Party Persons and their attorneys and accountants all books and records of the Indemnifying Person relating to such action, suit or proceeding and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in cash order to ensure the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case proper and adequate defense of any Third Party Claim as to which the Indemnifying Party has not acknowledged liabilitysuch action, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise suit or the final nonappealable judgment of a court of competent jurisdictionproceeding.

Notice and Defense of Third Party Claims. Promptly following after the earlier of receipt of (a) receipt of notice of the commencement by that a third party of any Action has commenced an action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to under Article VI of this Agreement (a “Third Third-Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereofof the Third-Party Claim. The failure of the Indemnified Party to give notice as provided in this Section 6.07 6.5 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such the failure to give notice. Within thirty (30) 30 days after receipt of such that notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, may (ai) acknowledge, as between the parties hereto, liability for, and at its option option, elect to assume and control the defense of such Third that Third-Party Claim at its sole cost and expense by giving written notice to that effect to the Indemnified Party, or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor6.5; provided provided, that if the Indemnifying Party does not within the same thirty (that 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such that indemnification claim and setting forth the grounds thereforfor the objection(s), the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimthat indemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has acknowledged its obligation to indemnify the Indemnified Party and elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided provided, that the Indemnified Party shall have the right to participate in such those proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as any settlement or compromise of the Third-Party Claim includes an unconditional release of the Indemnified Party from all claims that are the subject of that Third-Party Claim; provided, that the Indemnifying Party may not agree to any such settlement or compromise is solely for pursuant to which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventsunder this Agreement, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIits obligation to indemnify the Indemnified Party, the Indemnified Party will act in good faith with respect to that Third-Party Claim and may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in investigating and defending against such Third that Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto to that claim by the Indemnified Party; provided provided, that the Indemnifying Party shall not be liable for any settlement or compromise of any Third-Party Claim effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) under this Agreement within 15 days after the final resolution of such Third that Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, case with respect to which indemnification may be sought pursuant to this Agreement (a “"Third Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.02 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, Party (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume assumption of the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 5.02 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) 30 day period give the Indemnified Party written notice acknowledging liability and electing to assume the defense or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIIV, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of In the commencement event any action, suit or proceeding is brought by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either casePerson, with respect to which indemnification an Indemnifying Person may be sought pursuant to this Agreement (a “Third Party Claim”)have liability under Section 6.2, the Indemnified Party shall give action, suit or proceeding shall, upon the written agreement of the Indemnifying Party written notice thereofPerson that it is obligated with respect to such action, suit or proceeding, be defended (including all proceedings on appeal or for review which counsel for the defendant shall deem appropriate) and, unless otherwise provided below, controlled by such Indemnifying Person. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party Persons shall have the right to participate employ its or their own counsel in any such proceedings case, but the fees and to expenses of such counsel shall be represented by attorneys of its own choosing at the expense of such Indemnified Party’s sole cost and expense. If Persons, unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party assumes Person in connection with the defense of a Third Party Claimsuch action, suit or proceeding, (ii) the Indemnifying Party Person shall fail actively and diligently to defend such action, suit or proceeding, or (iii) the Indemnified Persons shall have reasonably concluded that there may settle be one or compromise more legal or equitable defenses available to the claim without Indemnified Persons which are different from or additional to those available to the prior written consent Indemnifying Person, in any of which events the Indemnifying Person shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnified Party if such settlement or compromise is solely for monetary damages for which Persons and that portion of any fees and expenses of counsel related to matters covered by the indemnity agreement and contained in Section 6.2 shall be borne by the Indemnifying Party Person. The Indemnified Persons shall be responsible for; in kept fully informed of such action, suit or proceeding at all other events, the Indemnifying Party may stages thereof whether or not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedthey are so represented. The Indemnifying Party Person shall pay make available to the Indemnified Party Persons and their attorneys and accountants all books and records of the Indemnifying Person relating to such action, suit or proceeding and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in cash order to ensure the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case proper and adequate defense of any Third Party Claim as to which the Indemnifying Party has not acknowledged liabilitysuch action, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise suit or the final nonappealable judgment of a court of competent jurisdictionproceeding.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a If any third party of any Action against demand, claim, action or otherwise involving any Indemnified Party proceeding shall be brought or (b) receipt of information from a third party alleging the existence of a claim asserted under this Article 7 against an indemnified party or any successor thereto (the "Indemnified Party, Person") in either case, with respect to of which indemnification indemnity may be sought pursuant to under this Agreement Article 7 from an indemnifying person or any successor thereto (a “Third Party Claim”the "Indemnifying Person"), the Indemnified Party Person shall give prompt written notice thereof to the Indemnifying Party written notice thereof. The failure Person who shall have the right to assume its defense, including the hiring of counsel reasonably satisfactory to the Indemnified Party Person and the payment of all expenses; except that any delay or failure to give notice as provided in this Section 6.07 so notify the Indemnifying Person shall not relieve the Indemnifying Party Person of its obligations under this Agreement, except Article 7 only to the extent extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Person unless both the Indemnified Person and the Indemnifying Person are named as parties and the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) Person, within ten days after receipt notice of any such action or claim, does not assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such noticeaction, claim or proceeding for the account of the Indemnifying Party shallPerson, by giving written notice thereof subject to the Indemnified Party, (a) acknowledge, as between right of the parties hereto, liability for, and at its option elect Indemnifying Person to assume the defense of such Third Party Claim at its sole cost and expense action, claim or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing Person at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the any time prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or final determination thereof. Anything in this Article 7 to the final nonappealable contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of a court any judgment with respect to any such action or claim that requires solely the payment of competent jurisdictionmoney damages by the Indemnifying Person and that includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding.

Notice and Defense of Third Party Claims. Promptly following after the earlier of (a) receipt of (i) notice of the commencement by that a third party of any has commenced an Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to under Article IV of this Agreement (a “Third Third-Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereofof the Third-Party Claim. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.5 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such the failure to give notice. Within thirty (30) 30 days after receipt of such that notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, may (ai) acknowledge, as between the parties hereto, liability for, and at its option option, elect to assume and control the defense of such Third that Third-Party Claim at its sole cost and expense by giving written notice to that effect to the Indemnified Party, or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor5.5; provided provided, that if the Indemnifying Party does not within the same thirty (that 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such that indemnification claim and setting forth the grounds thereforfor the objection(s), the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimthat indemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has acknowledged its obligation to indemnify the Indemnified Party and elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided provided, that the Indemnified Party shall have the right to participate in such those proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as any settlement or compromise of the Third-Party Claim includes an unconditional release of the Indemnified Party from all claims that are the subject of that Third-Party Claim; provided, that the Indemnifying Party may not agree to any such settlement or compromise is solely for pursuant to which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventsunder this Agreement, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIits obligation to indemnify the Indemnified Party, the Indemnified Party will act in good faith with respect to that Third-Party Claim and may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in investigating and defending against such Third that Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto to that claim by the Indemnified Party; provided provided, that the Indemnifying Party shall not be liable for any settlement or compromise of any Third-Party Claim effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) under this Agreement within 15 days after the final resolution of such Third that Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. (a) Promptly following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party Party, or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “"Third Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 8.2(a) shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (ai) acknowledge, as between the parties hereto, liability forfor and, and at its option option, elect to assume the defense of such Third Party Claim at its sole cost and expense expense, or (bii) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 8.2(a) setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.02 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, may (a) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor5.02; provided that if the Indemnifying Party does not within the same thirty (30) 30 day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. (a) Promptly following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to Article VI of this Agreement (a “"Third Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 7.2 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (ai) acknowledge, as between the parties hereto, liability for, and at its option elect to assume option, assumption of the defense of such Third Party Claim at its sole cost and expense or (bii) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 7.2 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability and electing to assume the defense or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third third-party of any Action against or otherwise involving any Indemnified Third Party Claim or (b) receipt of information Information from a third third-party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 6.08 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the The Indemnifying Party shallmay, at its option, by giving written notice thereof to the Indemnified Party, (a) acknowledgeParty acknowledging, as between the parties heretoParties, liability forLiability for such Third Party Claim, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds thereforexpense; provided provided, that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall not be deemed entitled to have acknowledged, as between assume the parties hereto, its liability defense of any Third Party Claim to the Indemnified Party for extent such Third Party ClaimClaim (i) is an allegation of a criminal violation or (ii) seeks injunctive relief against the L-3 Indemnitee or Spinco Indemnitee, as the case may be. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided provided, that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense; provided, further, that in the event of a conflict of interest between the Indemnifying Party and the Indemnified Party, the Indemnified Party shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided, that the Indemnifying Party if may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability Liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys’ fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided provided, that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of If any Action against Proceeding shall be brought or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim asserted against an indemnified party (“Indemnified Party, ”) in either case, with respect to of which indemnification indemnity for Indemnified Amounts may be sought pursuant to under this Agreement Article from an indemnifying party (a “Third Party ClaimIndemnifying Party”), the Indemnified Party shall give prompt written notice of such Proceeding to the Indemnifying Party. If any Proceeding is brought or asserted against an Indemnified Party and it gives notice to the Indemnifying Party written notice thereof. The failure of the commencement or assertion of such Proceeding, the Indemnifying Party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (ii) the Indemnifying Party fails to give notice provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all expenses related to such defense (except as provided herein) and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Proceeding, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article VII for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in this Section 6.07 each case subsequently incurred by the Indemnified Party in connection with the defense of such Proceeding; provided that any delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such failure or delay. Actual or threatened action by a Governmental Authority or other Person is not a condition or prerequisite to the Indemnifying Party’s obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expenseArticle VII. If the Indemnifying Party assumes the defense of a Third Party ClaimProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification under this Article VII; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (A) there is no 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, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and that includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability in respect of such Proceeding and the matters that are subject to the indemnification claim; and (iii) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. The Indemnified Party shall have the right to employ separate counsel in any Proceeding in which the Indemnifying Party has assumed the defense and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party (notwithstanding any other provision of this Article VII) unless the Indemnifying Party has failed or refuses to employ counsel or unless the Indemnifying Party is not pursuing the defense of the Proceedings or that there exists actual or potential conflicts of interest which make representation by the same counsel inappropriate. The Indemnified Party’s right to participate in the defense or response to any Proceeding shall not be deemed to limit or otherwise modify the Indemnifying Party’s obligations under this Article VII. If notice is given to an Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within twenty (20) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense of such Proceeding, the Indemnified Party will have the right to undertake the defense of such Proceeding. Any settlement or compromise made or caused to be made by the Indemnified Party (unless the Indemnified Party has the exclusive right to settle or compromise under Section 7.3) or the claim Indemnifying Party, as the case may be, of any Proceeding of the kind referred to in Section 7.3 shall also be binding upon the Indemnifying Party or the Indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (i) no obligation, restriction or Loss shall be imposed on the Indemnified Party as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld, and (ii) the Indemnified Party will not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionwithheld.

Notice and Defense of Third Party Claims. Promptly ---------------------------------------- following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “"Third Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.02 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 5.02 setting forth the grounds therefor; provided that if the -------- Indemnifying Party does not within the same thirty (30) 30 day period give the Indemnified Party written notice acknowledging liability and electing to assume the defense or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate -------- in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree to any such -------- settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIIV, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the -------- Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following after the earlier of receipt of (a) receipt of notice of the commencement by that a third party of any Action has commenced an action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to under Article VI of this Agreement (a “Third Third-Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereofof the Third-Party Claim. The failure of the Indemnified Party to give notice as provided in this Section 6.07 7.5 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such the failure to give notice. Within thirty (30) 30 days after receipt of such that notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, may (ai) acknowledge, as between the parties hereto, liability for, and at its option option, elect to assume and control the defense of such Third that Third-Party Claim at its sole cost and expense by giving written notice to that effect to the Indemnified Party, or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor7.5; provided provided, that if the Indemnifying Party does not within the same thirty (that 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such that indemnification claim and setting forth the grounds thereforfor the objection(s), the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimthat indemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has acknowledged its obligation to indemnify the Indemnified Party and elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided provided, that the Indemnified Party shall have the right to participate in such those proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as any settlement or compromise of the Third-Party Claim includes an unconditional release of the Indemnified Party from all claims that are the subject of that Third-Party Claim; provided, that the Indemnifying Party may not agree to any such settlement or compromise is solely for pursuant to which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventsunder this Agreement, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIits obligation to indemnify the Indemnified Party, the Indemnified Party will act in good faith with respect to that Third-Party Claim and may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in investigating and defending against such Third that Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto to that claim by the Indemnified Party; provided provided, that the Indemnifying Party shall not be liable for any settlement or compromise of any Third-Party Claim effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) under this Agreement within 15 days after the final resolution of such Third that Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “"Third Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.02 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume assumption of the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 5.02 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) 30 day period give the Indemnified Party written notice acknowledging liability and electing to assume the defense or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIV, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by If a third party of any Action against claim for indemnification hereunder arises from a claim or otherwise involving any Indemnified Party or (b) receipt of information demand from a third party alleging party, the existence rights of a claim against an Indemnified Party, in either case, with respect the indemnified parties to which indemnification may be sought indemnified pursuant to this Agreement (a “Third Party Claim”)shall be governed by the following: The relevant indemnified party, as appropriate, shall promptly notify the Indemnified Party shall give indemnifying party and request the Indemnifying Party written notice thereofindemnifying party to defend the same. The failure of Failure to so notify the Indemnified Party to give notice as provided in this Section 6.07 indemnifying party shall not relieve the Indemnifying Party indemnifying party of its obligations under this Agreementany liability that the indemnifying party might have, except to the extent that the Indemnifying Party is materially prejudiced by such failure prejudices the indemnifying party’s ability to give noticedefend such claim. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party The indemnifying party shall have the right to participate defend against such liability or assertion in such proceedings and which event the indemnifying party shall give written notice to be represented by attorneys the indemnified party of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes acceptance of the defense of a Third Party Claim, such claim and the Indemnifying Party may settle or compromise identity of counsel selected by the claim without the prior indemnifying party. Until such time as indemnifying party provides such written consent notice of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent acceptance of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIsuch claim, the Indemnified Party may require indemnified party shall defend such claim, at the Indemnifying Party expense of the indemnifying party, subject to reimburse any right of the indemnifying party, to seek reimbursement for the costs of such defense in the event that it on a current basis is determined that indemnifying party had no obligation to indemnify the indemnified party for its reasonable expenses such claim. The indemnifying party shall have exclusive right to control and conduct the defense and settlement of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against any such Third Party Claim, and claims subject to consultation with the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party indemnified party. The indemnifying party shall not be liable for any settlement effected without its consentby the indemnified party unless such indemnifying party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, which consent an indemnified party shall have the right to refuse a compromise or settlement and, at such refusing party’s cost, to take over such defense; provided that in such event the indemnifying party shall not be unreasonably withheld responsible for, nor shall it be obligated to indemnify the relevant indemnified party against, any cost or delayedliability in excess of such refused compromise or settlement. The Indemnifying Party With respect to any defense accepted by the indemnifying party, the relevant indemnified party shall pay be entitled to participate with the indemnifying party in such defense if the claim requests equitable relief or other relief that could affect the rights of the indemnified party and also shall be entitled to employ separate counsel for such defense at such indemnified party’s expense. If the indemnifying party does not accept the defense of any indemnified claim as provided above, the relevant indemnified party shall have the right to employ counsel for such defense at the expense of the indemnifying party. Each party agrees to cooperate and to cause its employees and agents to cooperate with the other party in the defense of any such claim and the relevant records of each party shall be available to the Indemnified Party other party with respect to any such defense, subject to the restrictions and limitations set forth in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.this Article VIII. Proprietary & Confidential

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If any Proceeding shall be brought or asserted by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim under this Article against an indemnified party or any successor thereto (the "Indemnified Party, Person") in either case, with respect to of which indemnification indemnity may be sought under this Article from an indemnifying person or any successor thereto (the "Indemnifying Person") pursuant to this Agreement (a “Third Party Claim”)any Proceeding, the Indemnified Party Person shall give prompt written notice of such Proceeding to the Indemnifying Party written notice Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all reasonable expenses; provided, that any delay or failure so to notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. In no event shall any Indemnified Person be required to make any expenditure or bring any cause of action to enforce the Indemnifying Person's obligations and liability under and pursuant to the indemnifications set forth in this Article. The failure Indemnified Person shall have the right to employ separate counsel in any of the foregoing Proceedings and to participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party Person unless the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel inappropriate. The Indemnified Person's right to give notice as provided participate in this Section 6.07 shall the defense or response to any Proceeding should not relieve the Indemnifying Party of be deemed to limit or otherwise modify its obligations under this Agreement, except to Article. In the extent event that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty Person, within twenty (3020) days after receipt notice of any such Proceeding, fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such notice, Proceeding for the account of and at the expense of the Indemnifying Party shallPerson, by giving written notice thereof subject to the Indemnified Party, (a) acknowledge, as between right of the parties hereto, liability for, and at its option elect Indemnifying Person to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and Proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that Person at any time prior to the Indemnified Party shall have settlement, compromise or final determination thereof. Notwithstanding anything in this Article to the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claimcontrary, the Indemnifying Party may settle or compromise the claim Person shall not, without the Indemnified Person's prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, (which consent shall not be unreasonably withheld or delayed), settle or compromise any Proceeding or consent to the entry of any judgment with respect to any Proceeding. If For purposes of this Section 8.4, the term "Indemnifying Party does not assume Person" shall refer to the defense of a Third Party Claim Shareholder Representative with respect to any third-party claim for which it has acknowledged liability for Acquiring Corporation and Newco are entitled to indemnification under Article VISection 8.2, the Indemnified Party may require the Indemnifying Party subject in all respects to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionSection 8.9.

Notice and Defense of Third Party Claims. Promptly following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 Article 11 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, may (i) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for such indemnification claim and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor11.04; provided that if the Indemnifying Party does not within the same such thirty (30) day 30)-day period give the Indemnified Party written notice acknowledging liability or objecting to such indemnification claim and setting forth the grounds therefor, the Indemnified Party shall give the Indemnifying Party an additional notice of its claim for indemnification and if the Indemnifying Party does not give the Indemnified Party written notice objecting to such claim within ten (10) days after receipt of such notice the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimindemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third Party Claim without the prior written consent of the Indemnified Party if so long as such settlement includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third Party Claim, provided that the Indemnifying Party may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified hereunder within fifteen (if any15) within 15 days after the final resolution of such Third Party Claim (whether by has been Finally Determined, in the final nonappealable judgment case of a court of competent jurisdiction or otherwise), an indemnity claim as to which the Indemnifying Party has acknowledged liability or, in the case of any Third Party Claim indemnity claim as to which the Indemnifying Party has not acknowledged liability, within 15 fifteen (15) days after such Indemnifying Party’s 's objection to liability hereunder has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If any action, claim or proceeding shall be brought or asserted by a third party of any Action against or otherwise involving any Indemnified (a “ Third Party or (bClaim ”) receipt of information from a third party alleging the existence of a claim against an indemnified party or any successor thereto (the “ Indemnified Party, Person ”) in either case, with respect to of which indemnification indemnity may be sought pursuant to under this Agreement Section from an indemnifying person or any successor thereto (a “Third Party Claimthe “ Indemnifying Person ”), the Indemnified Party Person shall give prompt written notice of such Third Party Claim to the Indemnifying Party written notice Person who shall assume the defense thereof. The failure , including the employment of counsel reasonably satisfactory to the Indemnified Party Person and the payment of all expenses; except that any delay or failure to give notice as provided in this Section 6.07 so notify the Indemnifying Person shall not relieve the Indemnifying Party Person of its obligations under this Agreement, except hereunder only to the extent extent, if at all, that the Indemnifying Party it is materially prejudiced by reason of such failure delay or failure. The Indemnified Person shall have the right to give noticeemploy separate counsel in any such Third Party Claim and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Person unless both the Indemnified Person and the Indemnifying Person are named as parties and counsel selected by the Indemnifying Person determines that the representation by the same counsel is inappropriate. Within thirty In the event that the Indemnifying Person, within ten (3010) days after receipt notice of any such Third Party Claim, fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such notice, Third Party Claim for the account of the Indemnifying Party shallPersons, by giving written notice thereof subject to the Indemnified Partyright of the Indemnifying Person to assume, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume expense, the defense of such Third Party Claim at its sole cost and expense or (b) object with counsel satisfactory to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant Person at any time prior to the first sentence of settlement, compromise or final determination thereof. Anything in this Section 6.07 setting forth to the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforcontrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person’s prior written consent, settle or compromise any Third Party shall be deemed to have acknowledged, as between the parties hereto, its liability Claim or consent to the entry of any judgment with respect to any Third Party Claim other than in accordance with the following sentence. The Indemnifying Person may, without the Indemnified Person’s prior written consent, settle or compromise any such Third Party for Claim or consent to entry of any judgment with respect to any such Third Party Claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof the release by the claimant or the Plaintiffs of the Indemnified Person from all Liability with respect to such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following after the earlier of (a) receipt of (i) notice of the commencement by that a third party of any Third Party has commenced an Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party Third Party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to under Article III of this Agreement (a “Third Third-Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereofof the Third-Party Claim. The failure of the Indemnified Party to give notice as provided in this Section 6.07 3.08 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such the failure to give notice. Within thirty (30) 30 days after receipt of such that notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, may either (ai) acknowledge, as between the parties hereto, acknowledge its liability for, for that indemnification claim and at its option elect to assume and control the defense of such Third that Third-Party Claim at its sole cost and expense by giving written notice to that effect to the Indemnified Party; or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor3.08; provided provided, that if the Indemnifying Party does not within the same thirty (that 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such that indemnification claim and setting forth the grounds thereforfor the objection(s), the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimthat indemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has elected to assume acknowledged liability for the indemnification claim with respect to, and assumed the defense of, a Third-Party Claim, the defense of the Indemnified Party shall be conducted by attorneys employed controlled by the Indemnifying Party and counsel retained by the Indemnifying Party, which counsel shall at all times during the pendency of the Third-Party Claim be reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as any settlement or compromise of the Third-Party Claim includes an unconditional release of the Indemnified Party from all claims that are the subject of that Third-Party Claim; provided, that the Indemnifying Party may not agree to any such settlement or compromise is solely for pursuant to which any Liability shall be admitted or any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventsunder this Agreement, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned. If the Indemnifying The Indemnified Party does not assume shall cooperate at all times in the defense of a Third any Third-Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedhas acknowledged liability. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) under this Agreement within 15 30 days after the final resolution of such Third that Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following after the earlier of (a) receipt of (i) notice of the commencement by that a third party of any has commenced an Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to under Article IV of this Agreement (a “Third Third-Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereofof the Third-Party Claim. The failure of the Indemnified Party to give notice as provided in this Section 6.07 4.5 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such the failure to give notice. Within thirty (30) 30 days after receipt of such that notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, may (ai) acknowledge, as between the parties hereto, liability for, and at its option option, elect to assume and control the defense of such Third that Third-Party Claim at its sole cost and expense by giving written notice to that effect to the Indemnified Party, or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor4.5; provided provided, that if the Indemnifying Party does not within the same thirty (that 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such that indemnification claim and setting forth the grounds thereforfor the objection(s), the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimthat indemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has acknowledged liability and elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such those proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as any settlement or compromise of the Third-Party Claim includes an unconditional release of the Indemnified Party from all claims that are the subject of that Third-Party Claim; provided, that the Indemnifying Party may not agree to any such settlement or compromise is solely for pursuant to which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventsunder this Agreement, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party will act in good faith with respect to that Third-Party Claim and may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in investigating and defending against such Third that Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto to that claim by the Indemnified Party; provided provided, that the Indemnifying Party shall not be liable for any settlement or compromise of any Third-Party Claim effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) under this Agreement within 15 days after the final resolution of such Third that Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following after the earlier of (a) receipt of (i) notice of the commencement by that a third party of any Third Party has commenced an Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party Third Party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to under Article III of this Agreement (a “Third Third-Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereofof the Third-Party Claim. The failure of the Indemnified Party to give notice as provided in this Section 6.07 3.09 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such the failure to give notice. Within thirty (30) 45 days after receipt of such that notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, may (ai) acknowledge, as between the parties hereto, liability for, and at its option option, elect to assume and control the defense of such Third that Third-Party Claim at its sole cost and expense by giving written notice to that effect to the Indemnified Party and acknowledging its liability for that indemnification claim, or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor3.09; provided provided, that if the Indemnifying Party does not within the same thirty (30) that 45-day period give the Indemnified Party written notice acknowledging liability or objecting to such that indemnification claim and setting forth the grounds thereforfor the objection(s), the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimthat indemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has acknowledged liability for the indemnification claim and elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such those proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as any settlement or compromise of the Third-Party Claim includes an unconditional release of the Indemnified Party from all claims that are the subject of that Third-Party Claim; provided, that the Indemnifying Party may not agree to any such settlement or compromise is solely for pursuant to which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventsunder this Agreement, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party will act in good faith with respect to that Third-Party Claim and may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in investigating and defending against such Third that Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto to that claim by the Indemnified Party; provided provided, that the Indemnifying Party shall not be liable for any settlement or compromise of any Third-Party Claim effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) under this Agreement within 15 days after the final resolution of such Third that Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. (a) Promptly following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third- Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereofthereof describing the Third-Party Claim in reasonable detail. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.02 shall not relieve the Indemnifying Party of its obligations under obligation xxxxxx this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such noticenotice (or sooner, if the nature of the Third-Party Claim so requires), the Indemnifying Party shall, may by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, for and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor5.02; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its rejected any liability to the Indemnified Party for such Third Third-Party Claim. Any contest of a Third Third-Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Third-Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree to any such settlement pursuant to which any such remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIIV, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 fifteen (15) days after the final resolution of such Third Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), ) or, in the case of any Third Third-Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 fifteen (15) days after such Indemnifying Party’s 's objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of If any Action against Proceeding shall be brought or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim asserted under this Article 7 against an indemnified party or any successor thereto (the “Indemnified Party, Person”) in either case, with respect to of which indemnification indemnity may be sought pursuant to under this Agreement Article 7 from an indemnifying person or any successor thereto (a the “Third Party ClaimIndemnifying Person”), the Indemnified Party Person shall give prompt written notice of such Proceeding to the Indemnifying Party written notice Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; provided, that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. In no event shall any Indemnified Person be required to make any expenditure or bring any cause of action to enforce the Indemnifying Person’s obligations and liability under and pursuant to the indemnifications set forth in this Article 7. In addition, the filing of a Proceeding shall not be required as a condition or prerequisite to the Indemnifying Person’s obligations under this Article 7, if the Indemnified Person is required to expend sums for investigation or remedial purposes as a result of a threatened Proceeding. The failure Indemnified Person shall have the right to employ separate counsel in any of the foregoing Proceedings and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party Person unless the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel inappropriate. The Indemnified Person’s right to give notice as provided participate in this Section 6.07 shall the defense or response to any Proceeding should not relieve the Indemnifying Party of be deemed to limit or otherwise modify its obligations under this Agreement, except to Article 7. In the extent event that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) Person, within 15 days after receipt notice of any such Proceeding, fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such notice, Proceeding for the account of the Indemnifying Party shallPerson, by giving written notice thereof subject to the Indemnified Party, (a) acknowledge, as between right of the parties hereto, liability for, and at its option elect Indemnifying Person to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and Proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing Person at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the any time prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or final determination thereof. Anything in this Article to the final nonappealable contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person’s prior written consent, settle or compromise any Proceeding or consent to the entry of any judgment with respect to any Proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person’s prior written consent, settle or compromise any such Proceeding or consent to entry of a court any judgment with respect to any such Proceeding that requires solely the payment of competent jurisdictionmoney damages by the Indemnifying Person and that includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect of such Proceeding.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Third-Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 4.6 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 15 days after receipt of such notice, the Indemnifying Party shall, may (i) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for such indemnification claim and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor4.6; provided that if the Indemnifying Party does not within the same thirty (30) such 15-day period give the Indemnified Party written notice acknowledging liability or objecting to such indemnification claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimindemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as such settlement includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third-Party Claim; provided that the Indemnifying Party may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys’ fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) hereunder, plus its reasonable expenses of investigation, reasonable attorneys’ fees and reasonable out-of-pocket expenses incurred in defending against such Third-Party Claim, within 15 days after the final resolution of such Third Third-Party Claim (whether has been finally determined by the final nonappealable judgment of a court of competent jurisdiction or otherwise)jurisdiction, in the case of an indemnity claim as to which the Indemnifying Party has acknowledged liability or, in the case of any Third Party Claim indemnity claim as to which the Indemnifying Party has not acknowledged acknowledged, or has objected to, liability, within 15 days after such Indemnifying Party’s objection it has been resolved finally determined by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionjurisdiction that such Indemnifying Party has liability hereunder.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Legal Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereof. Any such notice shall describe the Third Party Claim in reasonable detail. The failure of the Indemnified Party to give notice as provided in this Section 6.07 6.05 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and may elect at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds thereforexpense; provided that if prior to assuming such defense, the Indemnifying Party does not within must acknowledge that it would have an indemnity obligation for the same thirty (30) day period give Damages resulting from such Third Party Claim as provided under this Article VI. Notwithstanding the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforforegoing, the Indemnifying Party shall not be deemed entitled to have acknowledged, as between assume or maintain control of the parties hereto, its liability to defense of any Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party for such if (i) the Third Party ClaimClaim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation or (ii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in (but not control) such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree, without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld or delayed), to any such settlement (x) pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, the Indemnifying Party may not agree shall be applied to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, against the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided or (y) that the Indemnifying Party shall does not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to expressly unconditionally release the Indemnified Party in cash the amount for which the Indemnified Party is entitled and its Affiliates from all liabilities and obligations with respect to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly ---------------------------------------- following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “"Third Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.02 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 5.02 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) 30 day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIIV, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys' fees and reasonable out-of-of- pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If a Party seeks indemnification under this Section 12 with respect to any Proceeding brought against it by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Third-Party Claim”), such party (the “Indemnified Party”) shall promptly give written notice to the other party (the “Indemnifying Party”) after receiving written notice of such Third-Party shall give Claim, describing the Third-Party Claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that any failure to so notify or any delay in notifying the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its or his obligations under this Agreement, hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. With respect to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third any Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by which, if adversely determined, would entitle the Indemnified Party to indemnification pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor12, the Indemnifying Party shall be deemed entitled, at its sole cost and expense, (i) to have acknowledged, as between participate in the parties hereto, its liability defense of such Third-Party Claim giving rise to the Indemnified Party’s claim for indemnification or (ii) at its option (subject to the limitations set forth below), to assume control of such defense and appoint lead counsel reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party for shall not have the right to assume control of such Third Party Claim. Any contest of a Third defense if the Third-Party Claim as to which the Indemnifying Party has elected seeks to assume the defense shall control (A) seeks non-monetary relief, (B) involves criminal or quasi-criminal allegations, (C) involves a claim which, if adversely, determined, would be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory expected to establish a precedent, custom or practice adverse to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle continuing business interests or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent prospects of the Indemnified Party, which consent shall not be unreasonably withheld (D) seeks Losses in excess of the Cap or delayed. If (E) involves a claim that, in the good faith judgment of the Indemnified Party, the Indemnifying Party does not assume failed or is failing to vigorously prosecute or defend (each of the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIforegoing, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party an “Exception Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise”), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 6.7 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 6.7 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), the The Indemnified Party shall give written notice as promptly as is reasonably practicable to the Indemnifying Party written notice thereof. The of the assertion of any claim, or the commencement of any suit, action or proceeding, by any person or entity not a party hereto in respect of which indemnity may be sought under Article VIII of this Agreement ("Third Party Claim"); provided that the failure of the Indemnified Party to promptly give such notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent (if any) that the Indemnifying Party is materially shall have been prejudiced by such failure thereby. If the Indemnified Party does not promptly elect to give notice. Within thirty (30) days after receipt of such noticedefend or contest the Third Party Claim, then the Indemnifying Party, at its sole option (a) shall be free to assume and control the prosecution or defense of any such Third Party shallClaim in a reasonable manner, by giving written notice thereof (b) may take all reasonably necessary steps to contest the Third Party Claim or to prosecute such Third Party Claim to conclusion or settlement satisfactory to the Indemnifying Party, (c) shall notify the Indemnified Party of the progress of any such Third Party Claim, (d) shall permit the Indemnified Party, (a) acknowledgeat the sole cost of such the Indemnified Party, as between the parties hereto, liability forto participate in such prosecution or defense, and at its option elect (e) shall provide the Indemnified Party with reasonable access to assume all relevant information and documentation relating to the Third Party Claim and the Indemnifying Party's prosecution or defense thereof. In any case, the party not in control of the defense or prosecution of the Third Party Claim shall cooperate with the other party in the conduct of the prosecution or defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by Claim. If, however, the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided reasonably determines in its judgment that if representation by the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest Party's counsel of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by both the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in would present such proceedings and to be represented by attorneys counsel with a conflict of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claiminterest, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, then the Indemnified Party may require the Indemnifying Party employ separate counsel to reimburse represent or defend it on a current basis for its reasonable expenses of investigationin any such claim, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claimaction, suit or proceeding and the Indemnifying Party shall be bound by pay the result obtained with respect thereto by the Indemnified Party; provided that fees and disbursements of such separate counsel. Whether or not the Indemnifying Party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, cooperate in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise defense or the final nonappealable judgment of a court of competent jurisdictionprosecution thereof.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If a party hereto determines in good faith that it is entitled indemnification under this ‎Article VII with respect to any Action brought against it by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Third-Party Claim”), such party (the “Indemnified Party”) shall promptly give written notice to the other party (the “Indemnifying Party”) and the Escrow Agent after receiving written notice of such Third-Party shall give Claim, describing the Third-Party Claim, the amount of any Loss related thereto (if known and quantifiable or, if not, a good faith estimate thereof), and the basis for indemnification hereunder; provided that any failure to so notify or any delay in notifying the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its or his obligations under this Agreement, hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. With respect to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third any Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by which, if adversely determined, would entitle the Indemnified Party to indemnification pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor‎Article VII, the Indemnifying Party shall be deemed entitled, at its sole cost and expense, to have acknowledged, as between participate in the parties hereto, its liability defense of such Third-Party Claim giving rise to the Indemnified Party Party’s claim for such Third Party Claimindemnification. Any contest of a Third Party Claim as to which the Indemnifying Party has elected shall be entitled, at its option (subject to the limitations set forth below), to assume the control and appoint lead counsel of such defense shall be conducted by attorneys employed by the Indemnifying Party and with counsel reasonably satisfactory acceptable to the Indemnified Party; provided that that, as a condition precedent to the Indemnified Party’s right to assume control of such defense, it must first: (A) notify the Indemnified Party in writing as promptly as possible and in any event no later than fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim, subject to the limitations set forth in this Article VII; and (B) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party is and will be able to satisfy any such Liability; provided that, the existence of the Escrow Funds shall be deemed reasonable evidence thereof to the extent the Escrow Funds are at least equal to the amount of such claim. Notwithstanding the foregoing, if (i) in opinion of a legal counsel of the Indemnified Party a conflict of interest exists in respect of such claim (including due to the fact that any such claim is for an amount in excess of the indemnification obligation of the Indemnifying Stockholders), or (ii) any Indemnifying Party fails to provide reasonable assurance to the Indemnified Party (upon request of the Indemnified Party) of such Indemnifying Party’s financial capacity to defend such Third Party Claim and provide indemnification with respect thereto or otherwise fails to actively defend such claim, or (iii) such claim seeks non-monetary relief, or (iv) such claim involves criminal or quasi-criminal allegations, such Indemnified Party will have the right to participate in assume control of such proceedings defense and employ separate counsel to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the represent such Indemnified Party if such settlement or compromise is solely for monetary damages for which and in that event the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable fees and expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the separate counsel will be paid by such Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay required to bear the fees and expenses of more than one counsel to all Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionParties.

Notice and Defense of Third Party Claims. Promptly ---------------------------------------- following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “"Third Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.02 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 5.02 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) 30 day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIIV, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following after the earlier of (a) receipt of (i) notice of the commencement by that a third party of any has commenced an Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to under Article V of this Agreement (a “Third "Third-Party --------- Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereofof the Third-Party Claim. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.5 shall not relieve the Indemnifying Party of its ----------- obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such the failure to give notice. Within thirty (30) 30 days after receipt of such that notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, may (ai) acknowledge, as between the parties hereto, liability for, and at its option option, elect to assume and control the defense of such Third that Third-Party Claim at its sole cost and expense by giving written notice to that 12 effect to the Indemnified Party, or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor5.5; provided provided, that if the Indemnifying Party does not ----------- within the same thirty (that 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such that indemnification claim and setting forth the grounds thereforfor the objection(s), the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimthat indemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has acknowledged liability and elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such those proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as any settlement or compromise of the Third-Party Claim includes an unconditional release of the Indemnified Party from all claims that are the subject of that Third-Party Claim; provided, that the Indemnifying Party may not agree to any such settlement or compromise is solely for pursuant to which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventsunder this Agreement, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party will act in good faith with respect to that Third-Party Claim and may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in investigating and defending against such Third that Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto to that claim by the Indemnified Party; provided provided, that the Indemnifying Party shall not be liable for any settlement or compromise of any Third-Party Claim effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) under this Agreement within 15 days after the final resolution of such Third that Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. (a) Promptly following the earlier of either (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party Party, or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “"Third Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 8.2 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (ai) acknowledge, as between the parties hereto, liability forfor and, and at its option elect to option, assume the defense of such Third Party Claim at its sole cost and expense expense, or (bii) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 8.2 setting forth the grounds thereforherefore; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability and electing to assume the defense, or objecting to such claim and setting forth the grounds thereforherefore, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If a Party seeks indemnification under this Article VIII with respect to any action, lawsuit, proceeding, investigation or other claim brought against it by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Third-Party Claim”), such Party (the “Indemnified Party”) shall promptly give written notice to the other Party shall give (the “Indemnifying Party”) after receiving written notice of such Third-Party Claim, describing the Third-Party Claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that any failure to so notify or any delay in notifying the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its or his obligations under this Agreement, hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. With respect to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third any Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by which, if adversely determined, would entitle the Indemnified Party to indemnification pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforArticle VIII, the Indemnifying Party shall be deemed entitled, at its sole cost and expense, (i) to have acknowledged, as between participate in the parties hereto, its liability defense of such Third-Party Claim giving rise to the Indemnified Party Party’s claim for such Third Party Claim. Any contest of a Third Party Claim as indemnification or (ii) at its option (subject to which the Indemnifying Party has elected limitations set forth below), to assume the control of such defense shall be conducted by attorneys employed by the Indemnifying Party and appoint lead counsel reasonably satisfactory acceptable to the Indemnified Party; provided that that, as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first: notify the Indemnified Party in writing within ten (10) days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses (without any limitations) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim in accordance with the terms of this Agreement (including the limitations set forth in Sections 8.2(b) and 8.3(b)). Notwithstanding the foregoing, the Indemnifying Party shall not have the right to participate in assume control of such proceedings and to be represented by attorneys of its own choosing at defense if the Indemnified Party’s sole cost and expense. If the Indemnifying Third-Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for Claim which the Indemnifying Party shall seeks to assume control (I) seeks non-monetary relief, (II) involves criminal or quasi-criminal allegations, (III) involves a claim which, if adversely, determined, would be responsible for; reasonably expected, in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent good faith judgment of the Indemnified Party, which consent shall not be unreasonably withheld to establish a precedent, custom or delayed. If practice materially adverse to the continuing business interests or prospects of the Indemnified Party or the Acquired Entities, (IV) seeks Losses in excess of the Cap or (V) involves a claim that, in the good faith judgment of the Indemnified Party, the Indemnifying Party does not assume failed or is failing to vigorously prosecute or defend (each of the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIforegoing, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party an “Exception Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise”), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of If any Proceeding (aother than any Proceeding relating to Taxes) receipt of notice of the commencement by a third party of any Action shall be brought or asserted under this Article against or otherwise involving any Indemnified an indemnified Party or any successor thereto (bthe “Indemnified Person”) receipt in respect of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification indemnity may be sought pursuant to under this Agreement Article from an indemnifying Person or any successor thereto (a the “Third Party ClaimIndemnifying Person”), the Indemnified Party Person shall give prompt written notice of such Proceeding to the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 Person who shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense and reasonable control thereof, including the employment of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and counsel reasonably satisfactory to the Indemnified Party; provided Person and the payment of all expenses so long as the Indemnifying Person gives written notice to the Indemnified Person within fifteen (15) days after the Indemnified Person has given the Indemnifying Person notice of the Proceeding that the Indemnifying Person will indemnify the Indemnified Person from and against the entirety of any and all Damages that the Indemnified Party Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Proceeding. In no event shall any Indemnified Person be required to make any expenditure or bring any Proceeding to enforce the Indemnifying Person’s obligations and Liability under and pursuant to the indemnifications set forth in this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing Proceedings and to participate in the defense thereof, but the fees and expenses of such proceedings and to counsel shall be represented by attorneys of its own choosing at the expense of the Indemnified PartyPerson unless the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest that make representation by the same counsel inappropriate. The Indemnified Person’s sole cost right to participate in the defense or response to any Proceeding should not be deemed to limit or otherwise modify its obligations under this Article. In the event that the Indemnifying Person, within five (5) days after notice of any such Proceeding, fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such Proceeding for the account and expenseat the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense and reasonable control of such Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. If the Indemnifying Party Person assumes the defense of a Third Party ClaimProceeding, the Indemnifying Party may Person shall not, without the Indemnified Person’s prior written consent, settle or compromise any Proceeding or consent to the claim without entry of any judgment with respect to any Proceeding unless such settlement, compromise or judgment: (i) requires solely the prior written consent payment of money Damages by the Indemnifying Person and such Damages are paid by the Indemnifying Person, (ii) includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party if Person from all Liability in respect of such settlement Proceeding, and (iii) involves no finding or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to admission of any settlement or compromise without the prior written consent Liability of the Indemnified Party, which consent shall not Person or violation of any Legal Requirement or the rights of any Person and no effect on any other claims that may be unreasonably withheld or delayedmade against the Indemnifying Person. If the Indemnifying Party does Person assumes defense of a Proceeding, the Indemnified Person shall not assume be entitled to recovery from the Indemnifying Person with respect to any compromise or settlement thereof effected by the Indemnified Person without the consent of the Indemnifying Person unless the Indemnified Person has retained or reassumed the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay Proceeding pursuant to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution provisions of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionthis Section 7.4.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If an Indemnified Party seeks indemnification under this Article 7 with respect to any Proceeding or other claim brought against it by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the such Indemnified Party shall promptly give written notice to the Indemnifying Party after receiving written notice thereof. The of such Third-Party Claim; provided, however, that any failure of to so notify or any delay in notifying the Indemnified Indemnifying Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreementhereunder, except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. With respect to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third any Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by that, if adversely determined, would entitle the Indemnified Party to indemnification pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforArticle 7, the Indemnifying Party shall be deemed entitled, at its sole cost and expense, (i) to have acknowledged, as between participate in the parties hereto, its liability defense of such Third-Party Claim giving rise to the Indemnified Party Party's claim for such Third Party Claim. Any contest of a Third Party Claim as indemnification or (ii) at its option (subject to which the Indemnifying Party has elected limitations set forth below), to assume the control of such defense shall be conducted by attorneys employed by the Indemnifying Party and appoint lead counsel reasonably satisfactory acceptable to the Indemnified Party; provided provided, however, that as a condition precedent to the Indemnifying Party's right to assume control of such defense, it must first notify the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at writing within ten (10) days after the Indemnified Party’s sole cost and expense. If Party has given notice of the Third-Party Claim that the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of will indemnify the Indemnified Party if such settlement or compromise is solely for monetary damages for which from and against the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to entirety of any settlement or compromise Losses (without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, any limitations) the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigationsuffer resulting from, reasonable attorney’s fees and reasonable out-arising out of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), orrelating to, in the case of any Third nature of, or caused by the Third-Party Claim as to which in accordance with the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or terms of this Agreement (including the final nonappealable judgment of a court of competent jurisdictionlimitations set forth in Sections 7.1 and 7.2).

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by If a third party of any Action against claim for indemnification hereunder arises from a claim or otherwise involving any Indemnified Party or (b) receipt of information demand from a third party alleging party, the existence rights of a claim against an Indemnified Party, in either case, with respect the indemnified parties to which indemnification may be sought indemnified pursuant to this Agreement (a “Third Party Claim”)shall be governed by the following: The relevant indemnified party, as appropriate, shall promptly notify the Indemnified Party shall give indemnifying party and request the Indemnifying Party written notice thereofindemnifying party to defend the same. The failure of Failure to so notify the Indemnified Party to give notice as provided in this Section 6.07 indemnifying party shall not relieve the Indemnifying Party indemnifying party of its obligations under this Agreementany liability that the indemnifying party might have, except to the extent that the Indemnifying Party is materially prejudiced by such failure prejudices the indemnifying party’s ability to give noticedefend such claim. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party The indemnifying party shall have the right to participate defend against such liability or assertion in such proceedings and which event the indemnifying party shall give written notice to be represented by attorneys the indemnified party of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes acceptance of the defense of a Third Party Claim, such claim and the Indemnifying Party may settle or compromise identity of counsel selected by the claim without the prior indemnifying party. Until such time as indemnifying party provides such written consent notice of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent acceptance of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIsuch claim, the Indemnified Party may require indemnified party shall defend such claim, at the Indemnifying Party expense of the indemnifying party, subject to reimburse any right of the indemnifying party, to seek reimbursement for the costs of such defense in the event that it on a current basis is determined that indemnifying party had no obligation to indemnify the indemnified party for its reasonable expenses such claim. The indemnifying party shall have exclusive right to control and conduct the defense and settlement of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against any such Third Party Claim, and claims subject to consultation with the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party indemnified party. The indemnifying party shall not be liable for any settlement effected without its consentby the indemnified party unless such indemnifying party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, which consent an indemnified party shall have the right to refuse a compromise or settlement and, at such refusing party’s cost, to take over such defense; provided that in such event the indemnifying party shall not be unreasonably withheld responsible for, nor shall it be obligated to indemnify the relevant indemnified party against, any cost or delayedliability in excess of such refused compromise or settlement. The Indemnifying Party With respect to any defense accepted by the indemnifying party, the relevant indemnified party shall pay be entitled to participate with the indemnifying party in such defense if the claim requests equitable relief or other relief that could affect the rights of the indemnified party and also shall be entitled to employ separate counsel for such defense at such indemnified party’s expense. If the indemnifying party does not accept the defense of any indemnified claim as provided above, the relevant indemnified party shall have the right to employ counsel for such defense at the expense of the indemnifying party. Each party agrees to cooperate and to cause its employees and agents to cooperate with the other party in the defense of any such claim and the relevant records of each party shall be available to the Indemnified Party other party with respect to any such defense, subject to the restrictions and limitations set forth in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether this Article VIII. Proprietary & Confidential **** Confidential Treatment Requested by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionWaldencast plc.

Notice and Defense of Third Party Claims. Promptly following after the earlier of (a) receipt of (i) notice of the commencement by that a third party of any has commenced an Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to under Article V of this Agreement (a “Third "Third-Party --------- Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereofof the Third-Party Claim. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.5 shall not relieve the Indemnifying Party of its ----------- obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such the failure to give notice. Within thirty (30) 30 days after receipt of such that notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, may (ai) acknowledge, as between the parties hereto, liability for, and at its option option, elect to assume and control the defense of such Third that Third-Party Claim at its sole cost and expense by giving written notice to that effect to the Indemnified Party, or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor5.5; provided provided, ----------- that if the Indemnifying Party does not within the same thirty (that 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such that indemnification claim and setting forth the grounds thereforfor the objection(s), the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimthat indemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has acknowledged liability and elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such those proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as any settlement or compromise of the Third-Party Claim includes an unconditional release of the Indemnified Party from all claims that are the subject of that Third-Party Claim; provided, that the Indemnifying Party may not agree to any such settlement or compromise is solely for pursuant to which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventsunder this Agreement, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party will act in good faith with respect to that Third-Party Claim and may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in investigating and defending against such Third that Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto to that claim by the 12 Indemnified Party; provided provided, that the Indemnifying Party shall not be liable for any settlement or compromise of any Third-Party Claim effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) under this Agreement within 15 days after the final resolution of such Third that Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If an Indemnified Party seeks indemnification under this Article 10 with respect to any Proceeding or other claim brought against it by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Third-Party Claim”), the such Indemnified Party shall promptly give written notice to the Indemnifying Party after receiving written notice thereof. The of such Third-Party Claim; provided, however, that any failure of to so notify or any delay in notifying the Indemnified Indemnifying Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreementhereunder, except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. With respect to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third any Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by that, if adversely determined, would entitle the Indemnified Party to indemnification pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforArticle 10, the Indemnifying Party shall be deemed entitled, at its sole cost and expense, (i) to have acknowledged, as between participate in the parties hereto, its liability defense of such Third-Party Claim giving rise to the Indemnified Party Party’s claim for such Third Party Claim. Any contest of a Third Party Claim as indemnification or (ii) at its option (subject to which the Indemnifying Party has elected limitations set forth below), to assume the control of such defense shall be conducted by attorneys employed by the Indemnifying Party and appoint lead counsel reasonably satisfactory acceptable to the Indemnified Party; provided provided, however, that as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first notify the Indemnified Party in writing within ten (10) days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses (without any limitations) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim in accordance with the terms of this Agreement (including the limitations set forth in Sections 10.1 and 10.2). Notwithstanding the foregoing, the Indemnifying Party shall not have the right to participate in such proceedings and to be represented by attorneys assume or continue control of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third any Third-Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party Claim if such settlement Third-Party Claim (I) seeks non-monetary relief, (II) involves criminal or compromise is solely for monetary damages for which quasi-criminal allegations or regulatory matters, (III) involves a claim that, if adversely determined, would be reasonably expected, in the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent good faith judgment of the Indemnified Party, which consent shall not be unreasonably withheld to establish a precedent, custom or delayed. If practice materially adverse to the continuing business interests or prospects of the Indemnified Party or the Business, (IV) seeks Losses in excess of the amount of the Cap, (V) involves a claim that, in the good faith judgment of the Indemnified Party, the Indemnifying Party does not assume the defense has failed or is failing to vigorously prosecute or defend, or (VI) results in, or could reasonably be expected to result in, under applicable standards of professional conduct, a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require conflict of interest between the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution respect of such Third Third-Party Claim (whether by each of the final nonappealable judgment of a court of competent jurisdiction or otherwiseforegoing, an “Exception Claim”), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.2 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, may (a) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, and at its option elect to assume the defense of of, such Third Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor5.2; provided provided, that if the Indemnifying Party does not within the same thirty (30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefortherefor or electing to assume the defense, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Third-Party Claim. Any contest of a Third Third-Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided provided, that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Third-Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided, that the Indemnifying Party if may not agree to any such settlement pursuant to which any such remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIIV, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided provided, that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), ) or, in the case of any Third Third-Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection has been resolved pursuant to Section 7.11 or by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 4.06 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 15 days after receipt of such notice, the Indemnifying Party shall, may (i) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for such indemnification claim and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor4.06; provided that if the Indemnifying Party does not within the same thirty (30) such 15-day period give the Indemnified Party written notice acknowledging liability or objecting to such indemnification claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimindemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as such settlement includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third-Party Claim, provided that the Indemnifying Party may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) hereunder, plus its reasonable expenses of investigation, reasonable attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third-Party Claim, within 15 days after the final resolution of such Third Third-Party Claim (whether by has been Finally Determined, in the final nonappealable judgment case of a court of competent jurisdiction or otherwise), an indemnity claim as to which the Indemnifying Party has acknowledged liability or, in the case of any Third Party Claim indemnity claim as to which the Indemnifying Party has not acknowledged acknowledged, or has objected to, liability, within 15 days after it has been Finally Determined that such Indemnifying Party’s objection Party has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionliability hereunder.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of If any Action against Proceeding shall be brought or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim asserted under this Article 7 against an indemnified party or any successor thereto (the "Indemnified Party, Person") in either case, with respect to of which indemnification indemnity may be sought pursuant to under this Agreement Article 7 from an indemnifying person or any successor thereto (a “Third Party Claim”the "Indemnifying Person"), the Indemnified Party Person shall give prompt written notice of such Proceeding to the Indemnifying Party written notice Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; provided, that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. In no event shall any Indemnified Person be required to make any expenditure or bring any cause of action to enforce the Indemnifying Person's obligations and liability under and pursuant to the indemnifications set forth in this Article 7. In addition, the filing of a Proceeding shall not be required as a condition or prerequisite to the Indemnifying Person's obligations under this Article 7, if the Indemnified Person is required to expend sums for investigation or remedial purposes as a result of a threatened Proceeding. The failure Indemnified Person shall have the right to employ separate counsel in any of the foregoing Proceedings and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party Person unless the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel inappropriate. The Indemnified Person's right to give notice as provided participate in this Section 6.07 shall the defense or response to any Proceeding should not relieve the Indemnifying Party of be deemed to limit or otherwise modify its obligations under this Agreement, except to Article 7. In the extent event that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) Person, within 15 days after receipt notice of any such Proceeding, fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such notice, Proceeding for the account of the Indemnifying Party shallPerson, by giving written notice thereof subject to the Indemnified Party, (a) acknowledge, as between right of the parties hereto, liability for, and at its option elect Indemnifying Person to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and Proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that Person at any time prior to the Indemnified Party shall have settlement, compromise or final determination thereof. Anything in this Article to the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claimcontrary notwithstanding, the Indemnifying Party may Person shall not, without the Indemnified Person's prior written consent, settle or compromise any Proceeding or consent to the claim entry of any judgment with respect to any Proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior written consent, settle or compromise any such Proceeding or consent to entry of any judgment with respect to any such Proceeding that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party if Person from all liability in respect of such settlement Proceeding. The Indemnified Person shall not, without the Indemnifying Person's prior written consent, settle or compromise is solely any Proceeding or consent to the entry of any judgment with respect to any Proceeding. Notwithstanding the foregoing, if the Indemnified Person reasonably believes that the pendency of such Proceeding would have a material adverse effect on the Indemnified Person, the Indemnified Person may, after delivering written notice of such proposed action to the Indemnifying Person, settle or compromise any such Proceeding or consent to entry of any judgment with respect to any such Proceeding without the Indemnifying Person's prior written consent; provided, however, that, if within seven (7) days after receipt by the Indemnifying Person of such written notice from the Indemnified Person, the Indemnifying Person delivers written notice to the Indemnified Person to the effect that the Indemnifying Person disputes its liability, or the amount thereof, in respect of such Proceeding, the Indemnifying Person shall be liable for monetary damages indemnification with respect to such Proceeding to the extent of the lesser of: (i) the amount of the Loss in respect of such Proceeding and the settlement thereof or (ii) the amount of Loss for which the Indemnifying Party shall be responsible for; Person would have been liable under this Agreement in all other eventsthe event that the Indemnified Person had not settled such Proceeding without the Indemnifying Person's prior written consent. Notwithstanding anything to the contrary in this Article 7, the Indemnifying Party may Sellers shall not agree have any obligation to any settlement or compromise without provide indemnification under this Agreement until the prior written consent aggregate amount of the Buyer Indemnified PartyPersons' Loss shall exceed $***, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party Sellers' indemnity obligations shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay every dollar of the Buyer Indemnified Persons' Loss up to $*** (the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise"Maximum Indemnification Amount"), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”"THIRD-PARTY CLAIM"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 4.05 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 15 days after receipt of such notice, the Indemnifying Party shall, may (i) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for such indemnification claim and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor4.05; provided that if the Indemnifying Party does not within the same thirty (30) such 15-day period give the Indemnified Party written notice acknowledging liability or objecting to such indemnification claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimindemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third Party Claim without the prior written consent of the Indemnified Party if so long as such settlement includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third Party Claim, provided that the Indemnifying Party may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) hereunder within 15 days after the final resolution of such Third Party Claim (whether by has been Finally Determined, in the final nonappealable judgment case of a court of competent jurisdiction or otherwise), an indemnity claim as to which the Indemnifying Party has acknowledged liability or, in the case of any Third Party Claim indemnity claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection to liability hereunder has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of Any notice of the commencement a claim for indemnification under this Article 10 with respect to a claim by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”)) shall be in writing, the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreementshall, except to the extent that practicable, identify the Indemnifying Party provision(s) of this Agreement with respect to which the claim is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such noticemade, the Indemnifying Party shall, by facts giving written notice thereof rise to the Indemnified Partyclaim and, (a) acknowledgeif ascertainable, as between the parties hereto, amount of the liability forasserted by reason of the claim, and at its option elect shall be accompanied by copies of all pleadings, correspondence and other communications pertaining to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim collectively, a “Claim Notice”). Promptly after receipt by an indemnified Party under this Article 10 of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying indemnified Party may settle or compromise the shall, if a claim without the prior written consent in respect of the Indemnified Third Party if such settlement Claim is to be made against an indemnifying Party under this Article 10, deliver a Claim Notice pertaining thereto to the indemnifying Party; provided, however, the failure to deliver a Claim Notice to the indemnifying Party shall not relieve it of any liability that it may have to any indemnified Party, except (i) as provided in Section 10.1(b) above, or compromise (ii) to the extent the indemnifying Party demonstrates that the defense of the Third Party Claim is solely for monetary damages for which materially prejudiced by the Indemnifying delay. In case any Third Party Claim is asserted against an indemnified Party and it shall give a Claim Notice pertaining thereto to the indemnifying Party, the indemnifying Party shall be responsible for; entitled to participate in all other eventsthe Third Party Claim at its own expense and, to the Indemnifying Party may not agree extent that it shall wish, to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a the Third Party Claim for which it has acknowledged liability for indemnification under Article VI, with counsel reasonably satisfactory to the Indemnified Party may require indemnified Party. After notice from the Indemnifying indemnifying Party to reimburse it on a current basis for the indemnified Party of its reasonable expenses election so to assume the defense of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such the Third Party Claim, and the Indemnifying indemnifying Party shall be bound by control the result obtained with respect thereto by defense of the Indemnified Party; provided that the Indemnifying Third Party Claim and shall not be liable to the indemnified Party under this Article 10, for any settlement effected without its consentfees of other counsel or any other expenses, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to in each case subsequently incurred by the Indemnified indemnified Party in cash connection with the amount for which defense of the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by it being understood, however, that the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, indemnified Party shall be entitled to participate in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionat its own cost and expense).

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If any Proceeding shall be brought or asserted under this Article by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an indemnified party (the "Indemnified Party, Person") in either case, with respect to of which indemnification indemnity may be sought under this Article from an indemnifying person or any successor thereto (the "Indemnifying Person") pursuant to this Agreement (a “Third Party Claim”)any Proceeding, the Indemnified Party Person shall give prompt written notice of such Proceeding to the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 Person who shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense thereof, including the employment of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and counsel reasonably satisfactory to the Indemnified PartyPerson and the payment of all reasonable expenses; provided provided, that any delay or failure so to notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. In no event shall any Indemnified Party Person be required to make any expenditure or bring any cause of action to enforce the Indemnifying Person's obligations and liability under and pursuant to the indemnifications set forth in this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing Proceedings and to participate in the defense thereof, but the reasonable fees and expenses of such proceedings and to counsel shall be represented by attorneys of its own choosing at the expense of the Indemnified Party’s sole cost and expensePerson unless the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel inappropriate. If The Indemnified Person's right to participate in the defense or response to any Proceeding should not be deemed to limit or otherwise modify its obligations under this Article. In the event that the Indemnifying Party assumes Person, within 20 days after notice of any such Proceeding, fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of a Third Party Claimsuch Proceeding for the account of and at the expense of the Indemnifying Person. Anything in this Article to the contrary notwithstanding, the Indemnifying Party may settle or compromise the claim Person shall not, without the Indemnified Person's prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, (which consent shall not be unreasonably withheld withheld, conditioned or delayed. If ), settle or compromise any Proceeding or consent to the Indemnifying Party does not assume the defense entry of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained any judgment with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for to any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionProceeding.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If any Proceeding shall be brought or asserted by a third third-party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an indemnified party or any successor thereto (the “Indemnified Party, Person”) in either case, with respect to of which indemnification indemnity may be sought under this ARTICLE VIII from an indemnifying person or any successor thereto (the “Indemnifying Person”) pursuant to this Agreement (a “Third Party Claim”)any Proceeding, the Indemnified Party Person shall give prompt written notice of such Proceeding to the Indemnifying Party written notice Person who shall either assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all reasonable expenses, or notify the Indemnified Person of its election to tender its maximum liability, if limited, under this Agreement for such claim to the Indemnified Person in full and complete satisfaction and release of its obligation under ARTICLE VIII; provided, that any delay or failure so to notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. In no event shall any Indemnified Person be required to make any expenditure or bring any cause of action to enforce the Indemnifying Person’s obligations and liability under and pursuant to the indemnifications set forth in this ARTICLE VIII. The failure Indemnified Person shall have the right to employ separate counsel in any of the foregoing Proceedings and to participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party Person if there exist actual conflicts of interest which make representation by the same counsel inappropriate. The Indemnified Person’s right to give notice as provided participate in this Section 6.07 shall the defense or response to any Proceeding should not relieve the Indemnifying Party of be deemed to limit or otherwise modify its obligations under this Agreement, except to ARTICLE VIII. In the extent event that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty Person, within twenty (3020) days after receipt notice of any such Proceeding, fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such notice, Proceeding for the account of and at the expense of the Indemnifying Party shallPerson, by giving written notice thereof subject to the Indemnified Party, (a) acknowledge, as between right of the parties hereto, liability for, and at its option elect Indemnifying Person to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and Proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that Person at any time prior to the Indemnified Party shall have settlement, compromise or final determination thereof. Notwithstanding anything in this ARTICLE VIII to the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claimcontrary, the Indemnifying Party may settle or compromise the claim Person shall not, without the Indemnified Person’s prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, (which consent shall not be unreasonably withheld or delayed. If ), settle or compromise any Proceeding or consent to the entry of any judgment with respect to any Proceeding; provided, however, if the Indemnified Person withholds its consent to a settlement involving monetary consideration only, the Indemnifying Person may notify the Indemnified Person of its election to tender the monetary amount of the proposed settlement to the Indemnified Person in full and complete satisfaction and release of its obligation under ARTICLE VIII; and provided, further, the Indemnifying Party does not assume may settle or compromise any Proceeding or claim asserted with respect to Transmitter Warranty Claims asserted by third-party(ies), except to the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound extent covered by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionReplacement Program and Section 5.11.

Notice and Defense of Third Party Claims. Promptly ---------------------------------------- following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 9.02 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 90 days after receipt of such notice, the Indemnifying Party shall, may (a) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor9.02; provided that if the Indemnifying Party does not within the same thirty (30) 90 day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefortherefor or electing to assume the defense, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Third-Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third the Third- Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree to any such settlement pursuant to which any such remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIVIII, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), ) or, in the case of any Third Third-Party Claim as to which the Indemnifying Party has not acknowledged liability, within with 15 days after such Indemnifying Party’s 's objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 2.05 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, may (i) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for such indemnification claim and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor2.05; provided that if the Indemnifying Party does not within the same thirty (such 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such indemnification claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimindemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third Party Claim without the prior written consent of the Indemnified Party if so long as such settlement includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third Party Claim, provided that the Indemnifying Party may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) hereunder within 15 days after the final resolution of such Third Party Claim (whether by has been Finally Determined, in the final nonappealable judgment case of a court of competent jurisdiction or otherwise), an indemnity claim as to which the Indemnifying Party has acknowledged liability or, in the case of any Third Party Claim indemnity claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection to liability hereunder has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following If the earlier of (a) receipt of Indemnitee ---------------------------------------- shall receive notice of the commencement any claim by a third party of any Action against which is or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant subject to this Agreement indemnification (a “"Third Party Claim”"), the Indemnified Party Indemnitee shall give the Indemnifying Party Indemnitor prompt written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such noticeThird Party Claim and shall permit the Indemnitor, at the Indemnifying Party shallIndemnitor's option, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim or to participate in the defense by counsel of its own choice and at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds thereforexpense; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforprovided, the Indemnifying Party shall be deemed to have acknowledgedhowever, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party Indemnitor shall not have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not -------- ------- assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIif: (i) such Third Party Claim seeks an injunction, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigationrestraining order, reasonable attorney’s fees declaratory relief or other non-monetary relief and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and if decided adversely, such Third Party Claim would have a material adverse effect on the Indemnifying Party shall be bound by Indemnitee; or (ii) the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for named parties to any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether including any impleaded parties) include both the Indemnitee and the Indemnitor and (x) the Indemnitee shall have been advised by counsel that there are one or more legal of equitable defenses available to it which are different from or additional to those available to the final nonappealable judgment of a court of competent jurisdiction or otherwise)Indemnifying party, or, and (y) in the case reasonable opinion of any counsel for the Indemnitee, counsel for the Indemnitor would not be able to adequately represent the interests of the Indemnitee because such interests would materially conflict with those of the Indemnitor and such Third Party Claim as to which Claim, if decided adversely, would have a material adverse effect on the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionIndemnitee.

Notice and Defense of Third Party Claims. Promptly following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 4.05 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 15 days after receipt of such notice, the Indemnifying Party shall, may (i) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for such indemnification claim and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor4.05; provided that if the Indemnifying Party does not within the same thirty (30) such 15-day period give the Indemnified Party written notice acknowledging liability or objecting to such indemnification claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimindemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third Party Claim without the prior written consent of the Indemnified Party if so long as such settlement includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third Party Claim, provided that the Indemnifying Party may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) hereunder within 15 days after the final resolution of such Third Party Claim (whether by has been Finally Determined, in the final nonappealable judgment case of a court of competent jurisdiction or otherwise), an indemnity claim as to which the Indemnifying Party has acknowledged liability or, in the case of any Third Party Claim indemnity claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection to liability hereunder has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 4.6 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 15 days after receipt of such notice, the Indemnifying Party shall, may (i) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for such indemnification claim and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor4.6; provided that if the Indemnifying Party does not within the same thirty (30) such 15-day period give the Indemnified Party written notice acknowledging liability or objecting to such indemnification claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimindemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as such settlement includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third-Party Claim; provided that the Indemnifying Party may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) hereunder, plus its reasonable expenses of investigation, reasonable attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third-Party Claim, within 15 days after the final resolution of such Third Third-Party Claim (whether has been finally determined by the final nonappealable judgment of a court of competent jurisdiction or otherwise)jurisdiction, in the case of an indemnity claim as to which the Indemnifying Party has acknowledged liability or, in the case of any Third Party Claim indemnity claim as to which the Indemnifying Party has not acknowledged acknowledged, or has objected to, liability, within 15 days after such Indemnifying Party’s objection it has been resolved finally determined by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionjurisdiction that such Indemnifying Party has liability hereunder.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of Any notice of the commencement a claim for indemnification under this Section 6 with respect to a claim by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”)) shall be in writing, the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreementshall, except to the extent that practicable, identify the Indemnifying Party provision(s) of this Agreement with respect to which the claim is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such noticemade, the Indemnifying Party shall, by facts giving written notice thereof rise to the Indemnified Partyclaim and, (a) acknowledgeif ascertainable, as between the parties hereto, amount of the liability forasserted by reason of the claim, and at its option elect shall be accompanied by copies of all pleadings, correspondence and other communications pertaining to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered collectively, a “Claim Notice”). Promptly after receipt by the Indemnified an indemnified Party pursuant to the first sentence of under this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written 6 of notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying indemnified Party may settle or compromise the shall, if a claim without the prior written consent in respect of the Indemnified Third Party if such settlement Claim is to be made against an indemnifying Party under this Section 6, deliver a Claim Notice pertaining thereto to the indemnifying Party; provided, however, the failure to deliver a Claim Notice to the indemnifying Party shall not relieve it of any liability that it may have to any indemnified Party, except (i) as provided in Section 6.1(b) above, or compromise (ii) to the extent the indemnifying Party demonstrates that the defense of the Third Party Claim is solely for monetary damages for which materially prejudiced by the Indemnifying delay. In case any Third Party Claim is asserted against an indemnified Party and it shall give a Claim Notice pertaining thereto to the indemnifying Party, the indemnifying Party shall be responsible for; entitled to participate in all other eventsthe Third Party Claim at its own expense and, to the Indemnifying Party may not agree extent that it shall wish, to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a the Third Party Claim for which it has acknowledged liability for indemnification under Article VI, with counsel reasonably satisfactory to the Indemnified Party may require indemnified Party. After notice from the Indemnifying indemnifying Party to reimburse it on a current basis for the indemnified Party of its reasonable expenses election so to assume the defense of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such the Third Party Claim, and the Indemnifying indemnifying Party shall be bound by control the result obtained with respect thereto by defense of the Indemnified Party; provided that the Indemnifying Third Party Claim and shall not be liable to the indemnified Party under this Section 6, for any settlement effected without its consentfees of other counsel or any other expenses, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to in each case subsequently incurred by the Indemnified indemnified Party in cash connection with the amount for which defense of the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by it being understood, however, that the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, indemnified Party shall be entitled to participate in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionat its own cost and expense).

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”"THIRD-PARTY CLAIM"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 6.02 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 90 days after receipt of such notice, the Indemnifying Party shall, may by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability responsibility for, and at its option option, elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor6.02; provided PROVIDED that if the Indemnifying Party does not within the same thirty (30) 90 day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefortherefor or electing to assume the defense, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party responsibility for such Third Third-Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided PROVIDED that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If Notwithstanding the Indemnifying Party assumes the defense of a Third Party Claimforegoing, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that (i) the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (and shall be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash for the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.reasonable B-10

Notice and Defense of Third Party Claims. Promptly following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 3.6 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 15 days after receipt of such notice, the Indemnifying Party shall, may (a) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for such indemnification claim and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (b) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor3.6; provided that if the Indemnifying Party does not within the same thirty (30) such 15-day period give the Indemnified Party written notice acknowledging liability or objecting to such indemnification claim and setting forth the grounds therefor, the Indemnified Party shall give the Indemnifying Party an additional notice of its claims for indemnification and if the Indemnifying Party does not give the Indemnified Party written notice objecting to such claims within 10 days after receipt of such additional notice, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimindemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate employ counsel to represent such Indemnified Party if, in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost 's reasonable judgment, a conflict of interest between such Indemnified Party and expense. If such Indemnifying Party exists in respect of such claim that would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party (if the Indemnifying Party assumes elects to assume such defense, the Indemnified Party shall have the right to participate in the defense of a Third thereof and to employ counsel, subject to the foregoing proviso, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party Claim, shall control such defense); and (y) the Indemnifying Party may settle or compromise the claim Third Party Claim without the prior written consent of the Indemnified Party if so long as such settlement includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third Party Claim, provided that the Indemnifying Party may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) hereunder within 15 days after the final resolution of such Third Party Claim (whether by has been Finally Determined, in the final nonappealable judgment case of a court of competent jurisdiction or otherwise), an indemnity claim as to which the Indemnifying Party has acknowledged liability or, in the case of any Third Party Claim indemnity claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection to liability hereunder has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following A party hereto agreeing ---------------------------------------- to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the earlier of (a) receipt of "Indemnifying Party" and a party entitled to indemnification hereunder is referred to as the "Indemnified Party." An Indemnified Party under this Agreement will give written notice of to the commencement Indemnifying Party hereunder with respect to any assertion by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to liability which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), the Indemnified Party shall has reason to believe might give the Indemnifying Party written notice thereof. The failure of the Indemnified Party rise to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations an Indemnity Claim under this Agreement, except to . Such notice will set forth in reasonable detail the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt nature of such noticeaction or claim, and include copies of any written complaint, summons, correspondence or other communication from the party asserting the claim or initiating the action. As to any such Indemnity Claim which involves a third party, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, will assume and at its option elect to assume thereafter control the defense of such Third Indemnity Claim. The Indemnified Party Claim will be entitled, together with the Indemnifying Party, to participate in the defense, compromise or settlement of any such matter through the Indemnified Party's own attorneys and at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if own expense, but the Indemnifying Party does not within the same thirty (30) day period give the will have control thereof. The Indemnified Party written notice acknowledging liability or objecting will provide such cooperation and such access to such claim its books, records and setting forth the grounds therefor, properties as the Indemnifying Party shall be deemed will reasonably request with respect to have acknowledged, as between such matters and the parties heretohereto agree to render each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense thereof. An Indemnifying Party will not make any settlement of any Indemnity Claims, its liability to the Indemnified Party other than Indemnity Claims strictly for such Third Party Claim. Any contest of a Third Party Claim monetary damages as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and agrees to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claimresponsible, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall will not be unreasonably withheld withheld. Notwithstanding the foregoing, an Indemnified Party may withhold consent to a settlement involving injunctive or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, other equitable relief against the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for or its reasonable expenses of investigationassets, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred employees or business in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictiondiscretion.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of If any Action against Proceeding shall be brought or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim asserted against an indemnified party ("Indemnified Party, ") in either case, with respect to of which indemnification indemnity for Indemnified Amounts may be sought pursuant to under this Agreement Article from an indemnifying party (a “Third Party Claim”"Indemnifying Party"), the Indemnified Party shall give prompt written notice of such Proceeding to the Indemnifying Party. If any Proceeding is brought or asserted against an Indemnified Party and it gives notice to the Indemnifying Party written notice thereof. The failure of the commencement or assertion of such Proceeding, the Indemnifying Party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (ii) the Indemnifying Party fails to give notice provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all expenses related to such defense (except as provided herein) and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Proceeding, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article VII for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in this Section 6.07 each case subsequently incurred by the Indemnified Party in connection with the defense of such Proceeding; provided that any delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, xxxx.xx is prejudiced by reason of such failure or delay. Actual or threatened action by a Governmental Authority or other Person is not a condition or prerequisite to the Indemnifying Party's obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expenseArticle VII. If the Indemnifying Party assumes the defense of a Third Party ClaimProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification under this Article VII; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party's consent unless (A) there is no 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, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and that includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability in respect of such Proceeding and the matters that are subject to the indemnification claim; and (iii) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. The Indemnified Party shall have the right to employ separate counsel in any Proceeding in which the Indemnifying Party has assumed the defense and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party (notwithstanding any other provision of this Article VII) unless the Indemnifying Party has failed or refuses to employ counsel or unless the Indemnifying Party is not pursuing the defense of the Proceedings or that there exists actual or potential conflicts of interest which make representation by the same counsel inappropriate. The Indemnified Party's right to participate in the defense or response to any Proceeding shall not be deemed to limit or otherwise modify the Indemnifying Party's obligations under this Article VII. If notice is given to an Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within twenty (20) days after the Indemnified Party's notice is given, give notice to the Indemnified Party of its election to assume the defense of such Proceeding, the Indemnified Party will have the right to undertake the defense of such Proceeding. Any settlement or compromise made or caused to be made by the Indemnified Party (unless the Indemnified Party has the exclusive right to settle or compromise under Section 7.3) or the claim Indemnifying Party, as the case may be, of any Proceeding of the kind referred to in Section 7.3 shall also be binding upon the Indemnifying Party or the Indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (i) no obligation, restriction or Loss shall be imposed on the Indemnified Party as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld, and (ii) the Indemnified Party will not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the the. Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionwithheld.

Notice and Defense of Third Party Claims. Promptly ---------------------------------------- following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 4.05 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, may (i) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for such indemnification claim and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor4.05; provided that if the Indemnifying Party does not within the same thirty (such -------- 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such indemnification claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimindemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified -------- Party shall have the right to participate in such proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third Party Claim without the prior written consent of the Indemnified Party if so long as such settlement includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third Party Claim, provided that -------- the Indemnifying Party may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-of- pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable -------- for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party xxxxxx in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) hereunder within 15 days after the final resolution of such Third Party Claim (whether by has been Finally Determined, in the final nonappealable judgment case of a court of competent jurisdiction or otherwise), Third-Party Claim as to which the Indemnifying Party has acknowledged liability or, in the case of any Third Third-Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection to liability hereunder has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If a party hereto seeks indemnification under this Article VI with respect to any action, lawsuit, proceeding, investigation or other claim brought against it by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Third-Party Claim”), such party seeking indemnification (the “Indemnified Party”) shall promptly give written notice to the other party (the “Indemnifying Party”) after receiving written notice of such Third-Party shall give Claim, describing the Third-Party Claim, the amount thereof (if known and quantifiable), and the basis thereof; provided, that any failure to so notify or any delay in notifying the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its or his obligations under this Agreement, hereunder except if and to the extent that the Indemnifying Party is materially prejudiced by such failure thereby. With respect to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third any Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by which, if adversely determined, would entitle the Indemnified Party to indemnification pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforArticle VI, the Indemnifying Party shall be deemed entitled, at its sole cost and expense, (i) to have acknowledged, as between participate in the parties hereto, its liability defense of such Third-Party Claim giving rise to the Indemnified Party Party’s claim for such Third Party Claim. Any contest of a Third Party Claim as indemnification or (ii) at its option (subject to which the Indemnifying Party has elected limitations set forth below), to assume the control of such defense shall be conducted by attorneys employed by the Indemnifying Party and appoint lead counsel reasonably satisfactory acceptable to the Indemnified Party; provided that that, as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first: (A) notify the Indemnified Party in writing within ten (10) days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses (without any limitations) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim in accordance with the terms of this Agreement and (B) furnish the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has sufficient resources to defend such Third-Party Claim and to satisfy its obligations to the Buyer Indemnified Parties under this Article VI in respect of such Third-Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to participate in assume control of such proceedings and to be represented by attorneys of its own choosing at defense if the Indemnified Party’s sole cost and expense. If the Indemnifying Third-Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for Claim which the Indemnifying Party shall seeks to assume control (I) seeks non-monetary relief, (II) involves criminal or quasi-criminal allegations, (III) involves a claim which, if adversely, determined, would be responsible for; reasonably expected, in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent good faith judgment of the Indemnified Party, which consent shall not be unreasonably withheld to establish a precedent, custom or delayed. If practice materially adverse to the continuing business interests or prospects of the Indemnified Party or the Company, (IV) seeks Losses in excess of the Cap or (V) involves a claim that, in the good faith judgment of the Indemnified Party, the Indemnifying Party does not assume failed or is failing to vigorously prosecute or defend in a manner consistent with commercial business practices (each of the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIforegoing, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party an “Exception Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise”), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bii) receipt 11 of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 4.05 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 15 days after receipt of such notice, the Indemnifying Party shall, may (i) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for such indemnification claim and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor4.05; provided that if the Indemnifying Party does not within the same thirty (30) such 15-day period give the Indemnified Party written notice acknowledging liability or objecting to such indemnification claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimindemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third Party Claim without the prior written consent of the Indemnified Party if so long as such settlement includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third Party Claim, provided that the Indemnifying Party may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) hereunder within 15 days after the final resolution of such Third Party Claim (whether by has been Finally Determined, in the final nonappealable judgment case of a court of competent jurisdiction or otherwise), an indemnity claim as to which the Indemnifying Party has acknowledged liability or, in the case of any Third Party Claim indemnity claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.within

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If either Party seeks Indemnification under this Section 9.7 with respect to any Proceeding or other claim brought against it by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Third-Party Claim”), the Indemnified Party shall promptly give written notice to the Indemnifying Party after receiving written notice of such Third-Party Claim, describing the Third-Party Claim, the amount thereof (if known and quantifiable), and the basis thereof. The failure , together with a copy of the Indemnified Third-Party Claim; provided that any failure to give notice as provided so notify or any delay in this Section 6.07 notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Agreement, hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. With respect to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third any Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by which, if adversely determined, would entitle the Indemnified Party pursuant to the first sentence of Indemnification under this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI9.7, the Indemnified Party may require defend against, and with the written consent of the Indemnifying Party, which consent may not be unreasonably withheld, delayed or conditioned, may consent to the entry of any judgment or enter into any settlement with respect to, the Third-Party to reimburse Claim in any manner it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claimmay deem appropriate, and the Indemnifying Party shall be bound by the result obtained with respect thereto by fees and disbursements of the Indemnified Party; provided that ’s counsel shall be at the expense of the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.Party.‌

Notice and Defense of Third Party Claims. Promptly following ---------------------------------------- the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “"Third Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.02 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 5.02 setting forth the grounds therefor; provided that if the Indemnifying Party does -------- not within the same thirty (30) 30 day period give the Indemnified Party written notice acknowledging liability and electing to assume the defense or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall -------- have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not -------- agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIIV, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement -------- effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following If any Proceeding shall be brought or asserted under this Article VII against an indemnified party or any successor thereto (the earlier of (a"Indemnified Person") receipt of notice of the commencement by a third party in respect of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification indemnity may be sought pursuant to under this Agreement Article VII from an indemnifying person or any successor thereto (a “Third Party Claim”the "Indemnifying Person"), the Indemnified Party Person shall give undertake the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreementdefense, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt compromise or settlement of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and Proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that Person, and the Indemnifying Person shall assume and pay all fees, costs and expenses relating to or associated with the Indemnified Party Person's defense thereof, including all fees and costs of counsel and the payment of all costs and expenses in connection therewith. The Indemnified Person shall have the right to participate in not compromise or settle any such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim litigation without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified PartyPerson, which consent shall not be unreasonably withheld or delayedwithheld. If The Indemnified Person shall give prompt written notice of such Proceeding to the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIPerson; provided, the Indemnified Party may require that any delay or failure to so notify the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and Person shall relieve the Indemnifying Party shall be bound by Person of its obligations hereunder only to the result obtained with respect thereto by the Indemnified Party; provided extent, if at all, that the Indemnifying Party shall Person is Materially prejudiced by reason of such delay or failure. Actual or threatened action by a Governmental Authority or other Person is not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld a condition or delayed. The Indemnifying Party shall pay prerequisite to the Indemnified Party in cash the amount for which Indemnifying Person's obligations under this Article VII. In connection with the Indemnified Party is entitled to be indemnified (if any) within 15 days after Person's defense of any such Proceeding, the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise)Indemnifying Person shall, orreasonably and in good faith, assist and cooperate in the case defense thereof. As a condition to asserting any rights under this Article VII, each of Buyer's Indemnified Persons must appoint Buyer as its sole agent for all matters relating to any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionclaim under this Article VII.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third The party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which seeking indemnification may be sought pursuant to this Agreement Section 10 (a “Third Party the "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") upon becoming aware of any subject claim, demand, suit, action or proceeding ("Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure Failure of the Indemnified Party to give notice as provided in this Section 6.07 promptly notify the Indemnifying Party of any such Claim shall not only relieve the Indemnifying Party of its obligations under this Agreement, except hereunder to the extent that such Indemnifying Party is actually prejudiced by such failure. If the Indemnifying Party is materially prejudiced by such failure fails to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, undertake and at its option elect to assume continue the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforClaim, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right (but not the obligation) to participate in make and continue such proceedings defense as it considers appropriate, and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost expenses and expense. If the Indemnifying Party assumes the defense of a Third Party Claimcosts thereof, the Indemnifying Party may settle or compromise the claim including without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other eventslimitation, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Partyattorneys' fees, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by costs of an appeal and bond thereof, together with the result obtained with respect thereto by amounts of any judgment rendered against the Indemnified Party; provided that , shall be paid by the Indemnifying Party. The Indemnified Party shall provide the Indemnifying Party, at the Indemnifying Party's expense, all reasonable assistance in connection with the Indemnifying Party's defense of any Claim. The Indemnifying Party shall not be liable for any settlement of any Claim effected without its written consent, which consent shall not be unreasonably withheld withheld, but if settled with such written consent, or delayed. The Indemnifying Party shall pay to the if there be a final judgment against any Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of any such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise)Claim, or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionagrees to indemnify and hold harmless any Indemnified Party as provided above.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of If any Action against Proceeding shall be brought or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim asserted under this Article X against an Indemnified Party, Party in either case, with respect to of which indemnification indemnity may be sought pursuant to under this Agreement (a “Third Party Claim”)Article from an Indemnifying Party, the Indemnified Party shall give prompt written notice of such Proceeding to the Indemnifying Party written notice who shall assume the defense thereof. The failure , including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all expenses; provided, that any delay or failure so to give notice as provided in this Section 6.07 notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. In no event shall any Indemnified Party be required to make any expenditure or bring any cause of action to enforce the Indemnifying Party's obligations and liability under and pursuant to the indemnifications set forth in this Article. In addition, actual or threatened action by a Governmental Authority or other Person is not a condition or prerequisite to the Indemnifying Party's obligations under this AgreementArticle. The Indemnified Party shall have the right to employ separate counsel in any of the foregoing Proceedings and to participate in the defense thereof, except but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel inappropriate. The Indemnified Party's right to participate in the extent defense or response to any Proceeding should not be deemed to limit or otherwise modify the Indemnifying Party's obligations under this Article. In the event that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) Party, within five days after receipt notice of any such noticeProceeding, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect fails to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforthereof, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in undertake the defense, compromise or settlement of such proceedings and Proceeding for the account of the Indemnifying Party, subject to be represented by attorneys the right of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes to assume the defense of a Third such Proceeding with counsel reasonably satisfactory to the Indemnified Party Claimat any time prior to the settlement, compromise or final determination thereof. Anything in this Article X to the contrary notwithstanding, the Indemnifying Party may shall not, without the Indemnified Party's prior written consent, settle or compromise any Proceeding or consent to the claim entry of any judgment with respect to any Proceeding for anything other than money damages paid by the Indemnifying Party. The Indemnifying Party may, without the Indemnified Party's prior written consent, settle or compromise any such Proceeding or consent to entry of any judgment with respect to any such Proceeding that requires solely the payment of money damages by the Indemnifying Party and that includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; from all liability in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionProceeding.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of If any Action against Proceeding shall be brought or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim asserted under this Article 6 against an indemnified party or parties or any successor thereto (the “Indemnified Party, Person”) in either case, with respect to of which indemnification indemnity may be sought pursuant to under this Agreement Article 6 from an indemnifying person or persons or any successor or successors thereto (a the “Third Party ClaimIndemnifying Person(s)”), the Indemnified Party Person shall give prompt written notice of such Proceeding to the Indemnifying Party written notice Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; provided, that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. In no event shall any Indemnified Person be required to make any expenditure or bring any cause of action to enforce the Indemnifying Person’s obligations and liability under and pursuant to the indemnifications set forth in this Article 6. In addition, the filing of a Proceeding shall not be required as a condition or prerequisite to the Indemnifying Person’s obligations under this Article 6, if the Indemnified Person is required to expend sums for investigation or remedial purposes as a result of a threatened Proceeding. The failure Indemnified Person shall have the right to employ separate counsel in any of the foregoing Proceedings and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party Person 28 unless the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel inappropriate. The Indemnified Person’s right to give notice as provided participate in this Section 6.07 shall the defense or response to any Proceeding should not relieve the Indemnifying Party of be deemed to limit or otherwise modify its obligations under this Agreement, except to Article 6. In the extent event that the Indemnifying Party is materially prejudiced by such failure to give notice. Within Person, within thirty (30) days after receipt notice of any such Proceeding, fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such notice, Proceeding for the account of the Indemnifying Party shallPerson, by giving written notice thereof subject to the Indemnified Party, (a) acknowledge, as between right of the parties hereto, liability for, and at its option elect Indemnifying Person to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and Proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing Person at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the any time prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or final determination thereof. Anything in this Article 6 to the final nonappealable contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person’s prior written consent, settle or compromise any Proceeding or consent to the entry of any judgment with respect to any Proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person’s prior written consent, settle or compromise any such Proceeding or consent to entry of a court any judgment with respect to any such Proceeding that requires solely the payment of competent jurisdictionmoney damages by the Indemnifying Person and that includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect of such Proceeding.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If a party hereto seeks indemnification under this Article VI with respect to any Action, lawsuit, proceeding, investigation or other claim brought against it by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Third-Party Claim”), such party seeking indemnification (the “Indemnified Party”) shall promptly give written notice to the other party (the “Indemnifying Party”), describing the Third-Party shall give Claim, the amount thereof (if known and quantifiable), and the basis therefor; provided, that any failure to so notify or any delay in notifying the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its its, his or her obligations under this Agreement, except hereunder. With respect to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third any Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by which, if adversely determined, would entitle the Indemnified Party to indemnification pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforArticle VI, the Indemnifying Party shall be deemed entitled, at its sole cost and expense, (i) to have acknowledged, as between participate in the parties hereto, its liability defense of such Third-Party Claim giving rise to the Indemnified Party’s claim for indemnification, or (ii) at its option (subject to the limitations set forth below), to assume control of such defense and appoint lead counsel reasonably acceptable to the Indemnified Party; provided, that as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first: (A) notify the Indemnified Party for such Third in writing within ten (10) days after the Indemnified Party Claim. Any contest has given notice of a Third the Third-Party Claim as to which that the Indemnifying Party has elected to assume will indemnify the defense shall be conducted by attorneys employed Indemnified Party from and against the entirety of any Losses (without any limitations) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Indemnifying Third-Party Claim in accordance with the terms of this Agreement, and (B) furnish the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party; provided Party that the Indemnifying Party has sufficient resources to defend such Third-Party Claim and to satisfy its obligations to the Indemnified Party under this Article VI in respect of such Third-Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to participate in assume control of such proceedings and to be represented by attorneys of its own choosing at defense if the Indemnified Party’s sole cost and expense. If the Indemnifying Third-Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for Claim which the Indemnifying Party shall seeks to assume control (I) seeks non-monetary relief, (II) involves criminal or quasi-criminal allegations, (III) involves a claim which, if adversely, determined, would be responsible for; reasonably expected, in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent good faith judgment of the Indemnified Party, which consent shall not be unreasonably withheld to establish a precedent, custom or delayed. If practice adverse to the continuing business interests or prospects of the Indemnified Party or the Company, (IV) seeks Losses in excess of funds available in the Escrow Account (subject to Section 6.4(b)), or (V) involves a claim that, in the good faith judgment of the Indemnified Party, the Indemnifying Party does not assume failed or is failing to vigorously prosecute or defend (each of the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIforegoing, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party an “Exception Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise”), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If a party hereto seeks indemnification under this Article XII with respect to any action, lawsuit, proceeding, investigation or other claim brought against it by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Third-Party Claim”), such party (the “Indemnified Party”) shall promptly give written notice to the other party (the “Indemnifying Party”) after receiving written notice of such Third-Party shall give Claim, describing the Third-Party Claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that any failure to so notify or any delay in notifying the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its or his obligations under this Agreement, hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. With respect to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third any Third-Party Claim at its sole cost and expense or (b) object which, if adversely determined, could reasonably be expected to the claim of indemnification set forth in the notice delivered by entitle the Indemnified Party to indemnification pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforArticle XII, the Indemnifying Party shall be deemed entitled (i) to have acknowledged, as between participate in the parties hereto, its liability defense of such Third-Party Claim giving rise to the Indemnified Party Party’s claim for such Third Party Claim. Any contest of a Third Party Claim as indemnification or (ii) at its option (subject to which the Indemnifying Party has elected limitations set forth below), to assume the control and appoint lead counsel of such defense shall be conducted by attorneys employed by the Indemnifying Party and with counsel reasonably satisfactory acceptable to the Indemnified Party; provided that that, as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first notify the Indemnified Party in writing within ten (10) days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses (without any limitations or reservation of rights) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to participate in assume control of such proceedings defense, and to be represented shall pay the reasonable fees and expenses of counsel retained by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If , if the Indemnifying Third-Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for Claim which the Indemnifying Party shall seeks to assume control, (w) seeks non-monetary relief, (x) involves criminal or quasi-criminal allegations, (y) involves a claim which, if adversely, determined, would be responsible for; reasonably expected, in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent good faith judgment of the Indemnified Party, which consent shall not be unreasonably withheld to establish a precedent, custom or delayed. If practice materially adverse to the continuing business interests or prospects of the Indemnified Party or the Business or (z) involves a claim that, in the good faith judgment of the Indemnified Party, the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party failed or is failing to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld vigorously prosecute or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictiondefend.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If any Proceeding shall be brought or asserted by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an indemnified party or any successor thereto (the “Indemnified Party, Person”) in either case, with respect to of which indemnification indemnity may be sought under this Article from an indemnifying person or any successor thereto (the “Indemnifying Person”) pursuant to this Agreement (a “Third Party Claim”)any Proceeding, the Indemnified Party Person shall give prompt written notice of such Proceeding to the Indemnifying Party written notice Person who shall either assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all reasonable expenses, or notify the Indemnified Person of its election to tender its maximum liability, if limited, under this Agreement for such claim to the Indemnified Person in full and complete satisfaction and release of its obligation under Article VIII; provided, that any delay or failure so to notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. In no event shall any Indemnified Person be required to make any expenditure or bring any cause of action to enforce the Indemnifying Person’s obligations and liability under and pursuant to the indemnifications set forth in this Article. The failure Indemnified Person shall have the right to employ separate counsel in any of the foregoing Proceedings and to participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party Person unless the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel inappropriate. The Indemnified Person’s right to give notice as provided participate in this Section 6.07 shall the defense or response to any Proceeding should not relieve the Indemnifying Party of be deemed to limit or otherwise modify its obligations under this Agreement, except to Article. In the extent event that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty Person, within twenty (3020) days after receipt notice of any such Proceeding, fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such notice, Proceeding for the account of and at the expense of the Indemnifying Party shallPerson, by giving written notice thereof subject to the Indemnified Party, (a) acknowledge, as between right of the parties hereto, liability for, and at its option elect Indemnifying Person to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and Proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that Person at any time prior to the Indemnified Party shall have settlement, compromise or final determination thereof. Notwithstanding anything in this Article to the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claimcontrary, the Indemnifying Party may settle or compromise the claim Person shall not, without the Indemnified Person’s prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, (which consent shall not be unreasonably withheld or delayed. If ), settle or compromise any Proceeding or consent to the entry of any judgment with respect to any Proceeding; provided, however, if the Indemnified Person withholds its consent to a settlement involving monetary consideration only, the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, Person may notify the Indemnified Party may require Person of its election to tender the Indemnifying Party to reimburse it on a current basis for its reasonable expenses monetary amount of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any proposed settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party Person in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution full and complete satisfaction and release of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionits obligation under Article VIII.

Notice and Defense of Third Party Claims. Promptly ---------------------------------------- following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.02 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 90 days after receipt of such notice, the Indemnifying Party shall, may by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, for and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor5.02; provided that if the Indemnifying Party does not within the -------- same thirty (30) 90 day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefortherefor or electing to assume the defense, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Third-Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified -------- Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Third-Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying -------- Party if may not agree to any such settlement pursuant to which any such remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIIV, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-of- pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable -------- for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), ) or, in the case of any Third Third-Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following after the earlier of (a) receipt of (i) notice of the commencement by that a third party of any has commenced an Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to under Article II of this Agreement (a “Third Third-Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereofof the Third-Party Claim. The failure of the Indemnified Party to give notice as provided in this Section 6.07 2.5 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such the failure to give notice. Within thirty (30) 30 days after receipt of such that notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, may (ai) acknowledge, as between the parties hereto, liability for, and at its option option, elect to assume and control the defense of such Third that Third-Party Claim at its sole cost and expense by giving written notice to that effect to the Indemnified Party, or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor2.5; provided provided, that if the Indemnifying Party does not within the same thirty (that 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such that indemnification claim and setting forth the grounds thereforfor the objection(s), the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimthat indemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has acknowledged liability and elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such those proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as any settlement or compromise of the Third-Party Claim includes an unconditional release of the Indemnified Party from all claims that are the subject of that Third-Party Claim; provided, that the Indemnifying Party may not agree to any such settlement or compromise is solely for pursuant to which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventsunder this Agreement, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party will act in good faith with respect to that Third-Party Claim and may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in investigating and defending against such Third that Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto to that claim by the Indemnified Party; provided provided, that the Indemnifying Party shall not be liable for any settlement or compromise of any Third-Party Claim effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) under this Agreement within 15 days after the final resolution of such Third that Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of In the commencement event any action, suit or proceeding is brought by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either casePerson, with respect to which indemnification an Indemnifying Person may be sought pursuant to this Agreement (a “Third Party Claim”)have liability under Section 6.2, the Indemnified Party shall give action, suit or proceeding shall, upon the written agreement of the Indemnifying Party written notice thereofPerson that it is obligated with respect to such action, suit or proceeding, be defended (including all proceedings on appeal or for review which counsel for the defendant shall deem appropriate) and, unless otherwise provided below, controlled by such Indemnifying Person. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party Persons shall have the right to participate employ its or their own counsel in any such proceedings case, but the fees and to expenses of such counsel shall be represented by attorneys of its own choosing at the expense of such Indemnified Party’s sole cost and expense. If Persons unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party assumes Person in connection with the defense of a Third Party Claimsuch action, suit or proceeding, (ii) the Indemnifying Party Person shall fail actively and diligently to defend such action, suit or proceeding, (iii) the Indemnified Persons shall have reasonably concluded that such action, suit or proceeding involves to a significant extent matters beyond the scope of the indemnity agreement contained in Section 6.2 or (iv) the Indemnified Persons shall have reasonably concluded that there may settle be one or compromise more legal or equitable defenses available to the claim without Indemnified Persons which are different from or additional to those available to the prior written consent Indemnifying Person, in any of which events the Indemnifying Person shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnified Party if such settlement or compromise is solely for monetary damages for which Persons and that portion of any fees and expenses of counsel related to matters covered by the indemnity agreement and contained in Section 6.2 shall be borne by the Indemnifying Party Person. The Indemnified Persons shall be responsible for; in kept fully informed of such action, suit or proceeding at all other events, the Indemnifying Party may stages thereof whether or not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedthey are so represented. The Indemnifying Party Person shall pay make available to the Indemnified Party Persons and their attorneys and accountants all books and records of the Indemnifying Person relating to such action, suit or proceeding and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in cash order to ensure the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case proper and adequate defense of any Third Party Claim as to which the Indemnifying Party has not acknowledged liabilitysuch action, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise suit or the final nonappealable judgment of a court of competent jurisdictionproceeding.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of Parent shall give written notice as promptly as is reasonably practicable to Holdings of the commencement by a third party assertion of any Action against claim, or otherwise involving the commencement of any Indemnified Party suit, action or (b) receipt proceeding, by any person or entity not a party hereto in respect of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification indemnity may be sought pursuant to under Article VII of this Agreement (a “"Third Party 44 51 Claim”"), ; provided that the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party Parent to promptly give such notice as provided in this Section 6.07 shall not relieve the Indemnifying Party Holdings of its obligations under this Agreement, except to the extent (if any) that Holdings shall have been prejudiced thereby. If Parent does not promptly elect to defend or contest the Indemnifying Third Party is materially prejudiced by Claim, then Holdings, at its sole option (i) shall be free to assume and control the prosecution or defense of any such failure Third Party Claim in a reasonable manner, (ii) may take all reasonably necessary steps to give notice. Within thirty contest the Third Party Claim or to prosecute such Third Party Claim to conclusion or settlement satisfactory to Holdings, (30iii) days after receipt shall notify Parent of the progress of any such Third Party Claim, (iv) shall permit Parent, at the sole cost of such noticeParent, to participate in such prosecution or defense, and (v) shall provide Parent with reasonable access to all relevant information and documentation relating to the Third Party Claim and Holdings' prosecution or defense thereof. In any case, the Indemnifying party not in control of the defense or prosecution of the Third Party shall, by giving written notice thereof to Claim shall cooperate with the Indemnified Party, (a) acknowledge, as between other party in the parties hereto, liability for, and at its option elect to assume conduct of the prosecution or defense of such Third Party Claim at Claim. If, however, Parent reasonably determines in its sole cost judgment that representation by Holdings' counsel of both Holdings and expense Parent would present such counsel with a conflict of interest, then Parent may employ separate counsel to represent or (b) object defend it in any such claim, action, suit or proceeding and Holdings shall pay the fees and disbursements of such separate counsel. Whether or not Holdings chooses to defend or prosecute any such claim, suit, action or proceeding, all of the claim of indemnification set forth parties hereto shall cooperate in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability defense or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionprosecution thereof.

Notice and Defense of Third Party Claims. Promptly following If any Proceeding shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto (the earlier of (a"Indemnified Person") receipt of notice of the commencement by a third party in respect of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification indemnity may be sought pursuant to under this Agreement Article 7 from an indemnifying person or any successor thereto (a “Third Party Claim”the "Indemnifying Person"), the Indemnified Party Person shall give undertake the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreementdefense, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt compromise or settlement of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and Proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that Person, and the Indemnifying Person shall assume and pay all fees, costs and expenses relating to or associated with the Indemnified Party Person's defense thereof, including all fees and costs of counsel and the payment of all costs and expenses in connection therewith. The Indemnified Person shall have the right to participate in not compromise or settle any such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim litigation without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified PartyPerson, which consent shall not be unreasonably withheld or delayedwithheld. If The Indemnified Person shall give prompt written notice of such Proceeding to the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIPerson; provided, the Indemnified Party may require that any delay or failure to so notify the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and Person shall relieve the Indemnifying Party shall be bound by Person of its obligations hereunder only to the result obtained with respect thereto by the Indemnified Party; provided extent, if at all, that the Indemnifying Party shall Person is materially prejudiced by reason of such delay or failure. Actual or threatened action by a Governmental Authority or other Person is not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld a condition or delayed. The Indemnifying Party shall pay prerequisite to the Indemnified Party in cash the amount for which Indemnifying Person's obligations under this Article 7. In connection with the Indemnified Party is entitled to be indemnified (if any) within 15 days after Person's defense of any such Proceeding, the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise)Indemnifying Person shall, orreasonably and in good faith, assist and cooperate in the case defense thereof. As a condition to asserting any rights under this Article 7, each of Buyer's Indemnified Persons must appoint Buyer as its sole agent for all matters relating to any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionclaim under this Article 7.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If any Proceeding ---------------------------------------- shall be brought or asserted by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, Party in either case, with respect to of which indemnification indemnity may be sought pursuant to under this Agreement (a “Third Party Claim”)Article from an Indemnifying Party, the Indemnified Party shall give prompt written notice of such Proceeding to the Indemnifying Party written notice who shall assume the defense thereof. The failure , including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable expenses; provided, that any delay or failure so to give notice as provided in this Section 6.07 notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder to the extent, if at all, that it is prejudiced by reason of such delay or failure. In no event shall any Indemnified Party be required to make any expenditure or bring any cause of action to enforce the Indemnifying Party's obligations and liability under and pursuant to the indemnifications set forth in this Article. The Indemnified Party shall have the right to employ separate counsel in any of the foregoing Proceedings and to participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel inappropriate, in which case the cost of such additional counsel shall be at the expense of the Indemnifying Party. The Indemnified Party's right to participate in the defense or response to any Proceeding should not be deemed to limit or otherwise modify its obligations under this Agreement, except to Article. In the extent event that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) Party, within 10 business days after receipt notice of any such noticeProceeding, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect fails to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforthereof, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in undertake the defense, compromise or settlement of such proceedings Proceeding for the account of and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If expense of the Indemnifying Party assumes Party. Anything in this Article to the defense of a Third Party Claimcontrary notwithstanding, the Indemnifying Party may settle or compromise the claim shall not, without the Indemnified Party's prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, (which consent shall not be unreasonably withheld withheld), settle or delayed. If compromise any Proceeding or consent to the Indemnifying Party entry of any judgment with respect to any Proceeding unless (i) the terms of such compromise or settlement require no more than the payment of money (i.e., such compromise or settlement does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, require the Indemnified Party may require to admit any wrongdoing or take or refrain from taking any action), (ii) the full amount of such monetary compromise or settlement will be paid by the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party ClaimParty, and (iii) the Indemnifying Indemnified Party shall be bound by receives as part of such settlement a legal, binding and enforceable unconditional satisfaction and/or release, in form and substance reasonably satisfactory to it, provided that such third-party claim and any claimed liability of the result obtained Indemnified Party with respect thereto is being fully satisfied by reason of such compromise. Notwithstanding the Indemnified Party; provided that the Indemnifying Party foregoing provisions of this Section 6.4, this Section 6.4 ----------- ----------- shall not be liable for apply to any settlement effected without its consent, which consent shall not be unreasonably withheld Proceeding brought or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount asserted by a third party for which the Indemnified Party is Purchaser or the Company shall be entitled to indemnification under Section ------- 6.1(c) or Section 6.1(d) which shall be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether governed solely by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.Section 6.5. ------ -------------- -----------

Notice and Defense of Third Party Claims. Promptly following the earlier of If any Proceeding (aincluding any Proceeding relating to Taxes) receipt of notice of the commencement by a third party of any Action against shall be brought or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim asserted under this Article against an indemnified party or any successor thereto (the “Indemnified Party, Person”) in either case, with respect to of which indemnification indemnity may be sought pursuant to under this Agreement Article from an indemnifying person or any successor thereto (a the “Third Party ClaimIndemnifying Person”), the Indemnified Party Person shall give prompt written notice of such Proceeding to the Indemnifying Party Person who shall assume the defense and reasonable control thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses so long as the Indemnifying Person gives written notice thereofto the Indemnified Person within 15 days after the Indemnified Person has given the Indemnifying Person notice of the Proceeding that the Indemnifying Person will indemnify the Indemnified Person from and against the entirety of any and all Damages that the Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Proceeding. In no event shall any Indemnified Person be required to make any expenditure or bring any cause of action to enforce the Indemnifying Person’s obligations and Liability under and pursuant to the indemnifications set forth in this Article. The failure Indemnified Person shall have the right to employ separate counsel in any of the foregoing Proceedings and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party Person unless the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest that make representation by the same counsel inappropriate. The Indemnified Person’s right to give notice as provided participate in this Section 6.07 shall the defense or response to any Proceeding should not relieve the Indemnifying Party of be deemed to limit or otherwise modify its obligations under this Agreement, except to Article. In the extent event that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty Person, within five (305) days after receipt notice of any such Proceeding, fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such noticeProceeding for the account and at the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense and reasonable control of such Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article to the contrary notwithstanding, the Indemnifying Party shallPerson shall not, by giving without the Indemnified Person’s prior written notice thereof consent, settle or compromise any Proceeding or consent to the entry of any judgment with respect to any Proceeding; provided, however, that the Indemnifying Person may, without the Indemnified PartyPerson’s prior written consent, (a) acknowledgesettle or compromise any such Proceeding or consent to entry of any judgment with respect to any such Proceeding that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Person from all Liability whatsoever in respect of such Proceeding. Notwithstanding the foregoing, as between the parties hereto, liability for, and at its option elect to Indemnifying Person may not assume the defense of such Third Party Claim at its sole cost and expense a Proceeding if (i) the Indemnified Person determines in good faith that the amount necessary to resolve such claims would exceed the amount recoverable from the Indemnifying Person hereunder, (ii) the Proceeding relates to or arises in connection with any criminal charge or regulatory enforcement action, (iii) the Proceeding involves an injunction or equitable relief, (iv) the Proceeding involves a purported class action, (v) the Indemnified Person reasonably determines that it would be inappropriate for a single counsel to represent all parties under applicable standards of legal ethics, or (bvi) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting Person is also a party to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expenseProceeding. If the Indemnifying Party Person assumes the defense of a Third Party ClaimProceeding, the Indemnifying Party may Person shall not, without the Indemnified Person’s prior written consent, settle or compromise any Proceeding or consent to the claim without entry of any judgment with respect to any Proceeding unless such settlement, compromise or judgment; (i) requires solely the prior written consent payment of money damages by the Indemnifying Person and such damages are paid by the Indemnifying Person, (ii) includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party if Person from all liability in respect of such settlement Proceeding and (iii) involves no finding or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to admission of any settlement or compromise without the prior written consent liability of the Indemnified Party, which consent shall not Person or violation of any Legal Requirement or the rights of any Person and no effect on any other claims that may be unreasonably withheld or delayedmade against the Indemnifying Person. If the Indemnifying Party does Person assumes defense of a Proceeding, the Indemnified Person shall not assume be entitled to recovery from the Indemnifying Person with respect to any compromise or settlement thereof effected by the Indemnified Person without the consent of the Indemnifying Person unless the Indemnified Person has retained or reassumed the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay Proceeding pursuant to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution provisions of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionthis Section 5.4.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.. THIS IS THE FORM OF SEPARATION AND DISTRIBUTION AGREEMENT THAT IS INTENDED TO BE ENTERED INTO BETWEEN GENIE ENERGY LTD. AND IDT CORPORATION, EFFECTIVE AS OF THE CONSUMMATION OF THE SPIN-OFF

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement With respect to each claim by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against which could give rise to an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to obligation under this Agreement Article 11 (a “"Third Party Claim”"), the Indemnified Party shall give prompt notice to the Indemnifying Party written notice thereof. The failure of the Indemnified Third Party Claim; provided, however, that failure to give such notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, any liability or obligation hereunder except to the extent that the of any Damages or liabilities caused by or arising out of such failure. The Indemnifying Party is materially prejudiced by such failure may, at its sole cost and expense, upon notice to give notice. Within the Indemnified Party within thirty (30) days after receipt of such notice, the Indemnifying Party shallreceives notice of the Third Party Claim, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such the Third Party Claim at Claim, with counsel of its sole cost choice. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, unless (a) (i) the settlement or judgment is solely for money damages, (ii) the settlement or judgment does not seek an injunction or other equitable relief and expense (iii) there is no finding or admission of any violation of Law or any violation of the rights of any Person, or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate consents in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Partywriting thereto, which consent shall not be unreasonably withheld withheld. The Indemnifying Party shall provide the Indemnified Party with fifteen (15) days prior notice before it consents to a settlement of, or delayedthe entry of a judgment arising from, any Third Party Claim. The Indemnified Party shall be entitled to participate in the defense of (but not control) any Third Party Claim, the defense of which is assumed by the Indemnifying Party, with its own counsel and at its own expense. The parties shall cooperate in the defense of any Third Party Claim. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIany such claim or proceeding resulting therefrom in accordance with the terms hereof, the Indemnified Party may require defend such claim or proceeding in a reasonable manner, including settling such claim or proceeding on such terms as the Indemnified Party may deem appropriate after giving fifteen (15) days' notice of the same to the Indemnifying Party to reimburse it on a current basis for its reasonable expenses and obtaining the written consent of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party party who has assumed the defense of any such claim or proceeding shall pay keep the other party reasonably informed, in writing, as to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution defense of any such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, matter hereunder. All parties hereto will cooperate in the case defense or prosecution of any Third Party Claim claims involving a third party and will furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionmay be reasonably requested in connection therewith.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If an Indemnified Party hereto seeks indemnification under this Article VI with respect to any action, lawsuit, proceeding, investigation or other claim brought against it by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Third-Party Claim”), such party shall promptly give written notice to the Indemnified other party (the “Indemnifying Party”) after receiving written notice of such Third-Party shall give Claim, describing the Third-Party Claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that any failure to so notify or any delay in notifying the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its or his obligations under this Agreement, hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. With respect to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third any Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by which, if adversely determined, would entitle the Indemnified Party to indemnification pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforArticle VI, the Indemnifying Party shall be deemed entitled, at its sole cost and expense, (i) to have acknowledged, as between participate in the parties hereto, its liability defense of such Third-Party Claim giving rise to the Indemnified Party’s claim for indemnification or (ii) at its option (subject to the limitations set forth below), to assume control and appoint lead counsel of such defense with counsel reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party for shall not have the right to assume control of such Third Party Claim. Any contest of a Third defense if the Third-Party Claim as to which the Indemnifying Party has elected seeks to assume control (I) seeks non-monetary relief, (II) involves criminal or quasi-criminal allegations, (III) involves a claim which, if adversely, determined, would be reasonably expected, in the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent good faith judgment of the Indemnified Party, which consent shall not be unreasonably withheld to establish a precedent, custom or delayed. If practice materially adverse to the continuing business interests or prospects of the Indemnified Party or the Company or (IV) involves a claim that, in the good faith judgment of the Indemnified Party, the Indemnifying Party does not failed or is failing to vigorously prosecute or defend. For the sake of clarity, nothing in this Section 6.4(a) will obligate any Indemnifying Party to assume control of the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable outany Third-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly ---------------------------------------- following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “"Third Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.02 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 5.02 setting forth the grounds therefor; provided that if the Indemnifying Party does not -------- within the same thirty (30) 30 day period give the Indemnified Party written notice acknowledging liability and electing to assume the defense or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall -------- have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not -------- agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIIV, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement -------- effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 4.05 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, may (i) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for such indemnification claim and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor4.05; provided that if the Indemnifying Party does not within the same thirty (such 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such indemnification claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimindemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third Party Claim without the prior written consent of the Indemnified Party if so long as such settlement includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third Party Claim, provided that the Indemnifying Party may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) hereunder within 15 days after the final resolution of such Third Party Claim (whether by has been Finally Determined, in the final nonappealable judgment case of a court of competent jurisdiction or otherwise), Third-Party Claim as to which the Indemnifying Party has acknowledged liability or, in the case of any Third Third-Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection to liability hereunder has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following the earlier of If any Proceeding (aincluding any Proceeding relating to Taxes) receipt of notice of the commencement by a third party of any Action against shall be brought or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim asserted under this Article against an indemnified party or any successor thereto (the “Indemnified Party, Person”) in either case, with respect to of which indemnification indemnity may be sought pursuant to under this Agreement Article from an indemnifying person or any successor thereto (a the “Third Party ClaimIndemnifying Person”), the Indemnified Party Person shall give prompt written notice of such Proceeding to the Indemnifying Party Person; provided that failure of an Indemnified Person to give prompt written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 any claim shall not relieve release, waive or otherwise affect the Indemnifying Party of its Person’s obligations under this Agreement, with respect thereto except to the extent that the Indemnifying Party Person is materially adversely affected in its ability to defend against such claim or is otherwise prejudiced by such failure to give noticethereby. Within thirty (30) days after receipt of such notice, The Indemnifying Person shall have the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect right to assume the defense and reasonable control thereof, including the employment of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and counsel reasonably satisfactory to the Indemnified Party; provided Person and the payment of all expenses so long as the Indemnifying Person gives written notice to the Indemnified Person within fifteen (15) days after the Indemnified Person has given the Indemnifying Person notice of the Proceeding that the Indemnifying Person will indemnify the Indemnified Person from and against the entirety of any and all Damages that the Indemnified Party Person may suffer resulting from, arising out of, relating to or caused by the Proceeding. In no event shall any Indemnified Person be required to make any expenditure or bring any cause of action to enforce the Indemnifying Person’s obligations and Liability under and pursuant to the indemnifications set forth in this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing Proceedings and to participate in the defense thereof, but the fees and expenses of such proceedings and to counsel shall be represented by attorneys of its own choosing at the expense of the Indemnified PartyPerson unless the Indemnified Person has been advised in writing by counsel that there exist actual or potential conflicts of interest that make representation of the Indemnifying Person and the Indemnified Person by the same counsel inappropriate. The Indemnified Person’s sole cost right to participate in the defense or response to any Proceeding should not be deemed to limit or otherwise modify its obligations under this Article. In the event that the Indemnifying Person, within five (5) days after notice of any such Proceeding, fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such Proceeding for the account and expenseat the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense and reasonable control of such Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. If the Indemnifying Party Person assumes the defense of a Third Party ClaimProceeding, the Indemnifying Party may Person shall not, without the Indemnified Person’s prior written consent, settle or compromise any Proceeding or consent to the claim without the prior written consent entry of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree any judgment with respect to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against Proceeding unless such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or judgment; (i) requires solely the final nonappealable judgment payment of money damages by the Indemnifying Person and such damages are paid by the Indemnifying Person, (ii) includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect of such Proceeding, (iii) involves no finding or admission of any liability of the Indemnified Person or violation of any Legal Requirement or the rights of any Person, and (iv) does not provide for any injunction or place any restriction on the operation of the Business or any Indemnified Person. The Indemnified Person shall not be entitled to recovery from the Indemnifying Person with respect to any compromise or settlement of any Proceeding effected by the Indemnified Person without the consent (which may not be unreasonably withheld) of the Indemnifying Person; provided that failure of the Indemnifying Person to respond to a court request for consent within twenty (20) days following receipt of competent jurisdictionwritten notice thereof shall be deemed to constitute consent.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If a party hereto seeks indemnification under this Article VI with respect to any action, lawsuit, proceeding, investigation or other claim brought against it by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Third-Party Claim”), such party (the “Indemnified Party”) shall promptly give written notice to the other party (the “Indemnifying Party”) after receiving written notice of such Third-Party shall give Claim, describing the Third-Party Claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that any failure to so notify or any delay in notifying the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. With respect to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third any Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by which, if adversely determined, would entitle the Indemnified Party to indemnification pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforArticle VI, the Indemnifying Party shall be deemed entitled, at its sole cost and expense, (i) to have acknowledged, as between participate in the parties hereto, its liability defense of such Third-Party Claim giving rise to the Indemnified Party’s claim for indemnification or (ii) at its option (subject to the limitations set forth below), to assume control and appoint lead counsel of such defense with counsel reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party for shall not have the right 43 to assume control of such Third Party Claim. Any contest defense, and shall pay the fees and expenses of a Third counsel retained by the Indemnified Party, if the Third-Party Claim as to which the Indemnifying Party has elected seeks to assume control (I) seeks non-monetary relief, (II) involves criminal or quasi-criminal allegations, (III) involves a claim which, if adversely determined, would be reasonably expected, in the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent good faith judgment of the Indemnified Party, which consent shall not be unreasonably withheld to establish a precedent, custom or delayed. If practice materially adverse to the continuing business interests or prospects of the Indemnified Party or the Business or (IV) involves a claim that, in the good faith judgment of the Indemnified Party, the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party failed or is failing to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld vigorously prosecute or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictiondefend.

Notice and Defense of Third Party Claims. Promptly following If any claim is asserted by a third party against a Potential Indemnitee which, if sustained, would give rise to the earlier of Potential Indemnitee receiving indemnification for any Adverse Consequences from a Potential Indemnitor pursuant to Section 9.1 or Section 9.2, the Potential Indemnitor shall have fifteen (a15) Business Days after receipt of notice of the commencement a claim by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified PartyPotential Indemnitee to acknowledge in writing its intent to undertake, in either caseconduct, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”)and control, the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure through counsel of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except Potential Indemnitor’s own choosing (subject to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified PartyPotential Indemnitee, which consent shall not be unreasonably withheld or delayed. If ) and, at the Indemnifying Party does not assume Potential Indemnitor’s sole expense, the settlement or defense of it, which acknowledgment shall include a Third Party Claim for which it has acknowledged liability for indemnification written agreement that such claim is covered under Article VISection 9.1 or 9.2, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claimas applicable, and the Indemnifying Party Potential Indemnitor shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consentAdverse Consequences arising therefrom. If such notice and opportunity to defend as set forth herein are not given, which consent no Liability shall be imposed by reason of such claim. If the Potential Indemnitor does not be unreasonably withheld notify the Potential Indemnitee within ten (10) Business Days after receipt of the Potential Indemnitee’s notice of a claim of indemnity under this Section 9.4 that the Potential Indemnitor elects to undertake the defense of such claim, the Potential Indemnitee shall have the right to contest, settle or delayedcompromise the claim in the exercise of the Potential Indemnitee’s exclusive discretion at the expense of the Potential Indemnitor. The Indemnifying Party Potential Indemnitee shall pay cooperate with the Potential Indemnitor in connection with such undertaking of defense as provided in this Section 9.4. The Potential Indemnitor’s right to undertake and control the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case defense and settlement of any Third Party Claim as to which claim is conditioned upon the Indemnifying Party has not acknowledged liability, within 15 days after satisfaction of each of the following conditions at all times while such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.claim is pending:

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of Parent shall give written notice as promptly as is reasonably practicable to Holdings of the commencement by a third party assertion of any Action against claim, or otherwise involving the commencement of any Indemnified Party suit, action or (b) receipt proceeding, by any person or entity not a party hereto in respect of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification indemnity may be sought pursuant to under Article VII of this Agreement (a “"Third Party Claim”"), ; provided that the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party Parent to promptly give such notice as provided in this Section 6.07 shall not relieve the Indemnifying Party Holdings of its obligations under this Agreement, except to the extent (if any) that Holdings shall have been prejudiced thereby. If Parent does not promptly elect to defend or contest the Indemnifying Third Party is materially prejudiced by Claim, then Holdings, at its sole option (i) shall be free to assume and control the prosecution or defense of any such failure Third Party Claim in a reasonable manner, (ii) may take all reasonably necessary steps to give notice. Within thirty contest the Third Party Claim or to prosecute such Third Party Claim to conclusion or settlement satisfactory to Holdings, (30iii) days after receipt shall notify Parent of the progress of any such Third Party Claim, (iv) shall permit Parent, at the sole cost of such noticeParent, to participate in such prosecution or defense, and (v) shall provide Parent with reasonable access to all relevant information and documentation relating to the Third Party Claim and Holdings' prosecution or defense thereof. In any case, the Indemnifying party not in control of the defense or prosecution of the Third Party shall, by giving written notice thereof to Claim shall cooperate with the Indemnified Party, (a) acknowledge, as between other party in the parties hereto, liability for, and at its option elect to assume conduct of the prosecution or defense of such Third Party Claim at Claim. If, however, Parent reasonably determines in its sole cost judgment that representation by Holdings' counsel of both Holdings and expense Parent would present such counsel with a conflict of interest, then Parent may employ separate counsel to represent or (b) object defend it in any such claim, action, suit or proceeding and Holdings shall pay the fees and disbursements of such separate counsel. Whether or not Holdings chooses to defend or prosecute any such claim, suit, action or proceeding, all of the claim of indemnification set forth parties hereto shall cooperate in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability defense or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionprosecution thereof.